Exhibit 10.1

                                                                         FINAL

                  PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT

         This Program Agreement is made as of the 7th day of August, 2004, by
and between DILLARD'S, INC. ("Dillard's"), a Delaware corporation with its
principal offices at 1600 Cantrell Road, Little Rock, Arkansas 72201, and GE
CAPITAL CONSUMER CARD CO. ("Bank"), a Federal savings bank with its home
office at 5300 Kings Island Drive, Mason, Ohio 45040.


                             W I T N E S S E T H:
                              - - - - - - - - - -

         WHEREAS, Bank has established programs to extend private label card
credit to qualified customers for the purchase of goods and services;

         WHEREAS, Dillard's is engaged, among other activities, in operating
retail department stores and a Private Label Credit Card Business;

         WHEREAS, concurrently with the execution of this Agreement, Bank and
Dillard's are entering a purchase, sale and servicing transfer agreement (the
"Purchase Agreement") pursuant to which Bank shall purchase Dillard's Private
Label Credit Card Business, including certain credit card accounts and
associated receivables ("Purchased Accounts");

         WHEREAS, it is a condition precedent to the obligations of Dillard's
under the Purchase Agreement that Dillard's and Bank enter into this
Agreement;

         WHEREAS, Dillard's has requested that Bank establish a program
pursuant to which Bank shall issue Private Label Credit Cards, which shall be
accepted only by Dillard's Channels; and

         WHEREAS, the parties agree that the goodwill associated with the
"Dillard's" mark contemplated for use hereunder is of substantial value which
is dependent upon the maintenance of high quality services and appropriate use
of the mark pursuant to this Agreement;

         NOW, THEREFORE, in consideration of the terms, conditions and mutual
covenants contained herein, and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Dillard's and Bank
agree as follows:

                                  ARTICLE 1

                                  DEFINITIONS

1.1       Generally.

          The following terms shall have the following meanings when used in
          this Agreement:

     o    "Account" means a Private Label Credit Card accessed open end credit
          account established in favor of a Cardholder, pursuant to which such
          Cardholder may finance the

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          purchase of Goods and/or Services from Dillard's Channels and other
          charges that may be made using the Private Label Credit Card, all
          subject to the terms of a Credit Card Agreement. The term Account
          includes Purchased Accounts.

     o    "Account Documentation" means, with respect to an Account, any and
          all documentation relating to that Account, including, without
          limitation, Credit Card Documentation, checks or other forms of
          payment with respect to an Account, credit bureau reports (to the
          extent not prohibited from transfer by contract with the credit
          bureau), adverse action notices, change of terms notices, other
          notices, correspondence, memoranda, documents, stubs, instruments,
          certificates, agreements, magnetic tapes, disks, hard copy formats
          or other computer-readable data transmissions, any microfilm,
          electronic or other copy of any of the foregoing, and any other
          written, electronic or other records or materials of whatever form
          or nature, including, without limitation, tangible and intangible
          information, arising from or relating or pertaining to any of the
          foregoing to the extent related to the Program; provided that
          Account Documentation shall not include Dillard's register tapes,
          invoices, sales or shipping slips, delivery and other receipts or
          other indicia of the sale of Goods and/or Services.

     o    "Accountants" has the meaning set forth in Section 10.2 hereof.

     o    "Affiliate" means, with respect to any Person, each Person that
          controls, is controlled by, or is under common control with, such
          Person.

     o    "Agreement" means this Program Agreement, together with all of its
          schedules and exhibits, and, if modified, altered, supplemented,
          amended and/or restated, as the same may be so modified, altered,
          supplemented, amended and/or restated from time to time.

     o    "Applicable Law" means all federal, state and local laws, statutes,
          regulations, written regulatory guidance, orders or directives, as
          may be amended and in effect from time to time during the Term of
          this Agreement, including, but not limited to: (i) the Truth in
          Lending Act and Regulation Z; (ii) the Equal Credit Opportunity Act
          and Regulation B; (iii) the Fair Debt Collection Practices Act; (iv)
          the Fair Credit Reporting Act; (v) the Gramm-Leach-Bliley Act and
          its implementing regulations ("GLBA"); (vii) the PATRIOT Act and its
          implementing regulations; and (vii) the Unfair and Deceptive Trade
          Practices Act.

     o    Approval Rate Threshold" means the approval rates set forth in
          Schedule 3.4(a)-1.

     o    "Average Daily Club Plan Receivables" means, for any calendar year
          or Program Year, as appropriate, the quotient obtained by dividing
          (a) the sum of Club Plan Cardholder Indebtedness as of the end of
          the day for each day of such year by (b) the number of days in the
          such year.

     o    "Average Daily Receivables" means, for any calendar month, calendar
          year or Program Year, the quotient obtained by dividing (a) the sum
          of Cardholder Indebtedness as of the end of day for each day of the
          calendar month, calendar year or Program Year, as the

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          case may be, by (b) the number of days in the calendar month,
          calendar year or Program Year, as the case may be.

     o    "Bank" has the meaning set forth on page 1.

     o    "Bank Event of Default" means the occurrence of any one of the
          events listed in Section 12.2 hereof or an Event of Default of Bank.

     o    "Bank Licensed Marks" means the trademarks, tradenames, service
          marks, logos and other proprietary designations of Bank listed on
          Schedule B and licensed to Dillard's under Section 8.2 hereof.

     o    "Bankruptcy Code" means Title 11 of the United States Code, as
          amended, or any other applicable state or federal bankruptcy,
          insolvency, moratorium or other similar law and all laws relating
          thereto.

     o    "Billing Cycle" means the interval of time between regular periodic
          Billing Dates for an Account.

     o    "Billing Date" means, for any Account, the last day of a Billing
          Cycle as of when the Account is billed.

     o    "Billing Statement" means a summary of Account credit and debit
          transactions for a Billing Cycle including a descriptive statement
          covering purchases of Goods and/or Services and a statement with
          only past-due account information.

     o    "Business Day" means any day, other than a Saturday, Sunday or legal
          holiday, on which Dillard's and Bank both are open for business.

     o    "Cardholder" means any Person who has been issued a Credit Card and
          includes any authorized user(s).

     o    "Cardholder Indebtedness" means all amounts charged and owing to
          Bank by Cardholders with respect to Accounts (including finance
          charges, NSF fees, late charges, pay-by-phone fees and any other
          fees and charges), whether or not billed, less the amount of any
          credit balances owing by Bank to Cardholders, including any credits
          associated with returns of Goods and/or Services and similar credits
          and adjustments, whether or not billed.

     o    "Cardholder Data" means all personally identifiable information
          about a Cardholder received by Bank in connection with the
          Cardholder's application for or use of a Private Label Credit Card
          or Account.

     o    "Cardholder List" means any list in electronic form that identifies
          or provides a means of differentiating Cardholders, including any
          such electronic listing that includes the names, addresses, email
          addresses (as available), telephone numbers or social security
          numbers of any or all Cardholders.

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     o    "Change in Control" means any acquisition of Control of Dillard's by
          an entity other than an Affiliate of Dillard's, or acquisition of
          Control of Bank by an entity other than an Affiliate of Bank, as the
          case may be.

     o    "Charge Transaction Data" means the transaction information with
          regard to each purchase of Goods and/or Services by a Cardholder on
          credit and each return of Goods and/or Services for credit in the
          form of electronic information as more particularly set forth in the
          Operating Procedures.

     o    "Club Plans" has the meaning set forth in Schedule 2.3(b).

     o    "Club Plan Cardholder Indebtedness" means Cardholder Indebtedness
          related to Club Plan purchases.

     o    "Co-Branded Credit Card" means a credit card that bears a Dillard's
          Licensed Mark and the trademarks, tradenames, service marks, logos
          and other proprietary designations of VISA U.S.A., Inc., MasterCard
          International Inc., American Express, Discover or any other payment
          system that is generally accepted by sellers in the general purpose
          department store business.

     o    "Competing Program" has the meaning set forth in Section 2.5(a)
          hereof.

     o    "Comparable Private Label Credit Card Programs" means private label
          credit card programs operated by Bank involving department store,
          specialty apparel and other soft line retailers listed in Schedule
          1.1, or as the parties may otherwise from time to time mutually
          agree.

     o    "Confidential Information" has the meaning set forth in Section 11.1
          hereof.

     o    "Control" of a Person means the possession, directly or indirectly,
          of the power to direct or cause the direction of its management or
          policies, whether through the ownership of voting securities, by
          contract or otherwise.

     o    "Conversion Date" means a date between the Effective Date and March
          31, 2005, mutually agreed between Dillard's and Bank.

     o    "Credit Card Agreement" means the credit card agreement between Bank
          and a Cardholder, including those assigned to Bank by Dillard's
          under the Purchase Agreement (and any replacement of such agreement)
          governing the use of an Account, together with any amendments,
          modifications or supplements which now or hereafter may be made to
          such Credit Card Agreement (and any replacement of such agreement).

     o    "Credit Card Application" means the credit application which must be
          completed and submitted by individuals who wish to become
          Cardholders.

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     o    "Credit Card Documentation" means, with respect to Accounts, all
          Credit Card Applications, Credit Card Agreements, Credit Cards,
          Value Proposition agreements and Billing Statements relating to such
          Accounts.

     o    "Debt Cancellation Revenue" means the aggregate gross premiums and
          revenue associated with the Bank's sale of debt cancellation
          products to Cardholders.

     o    "Default Adjustment" has the meaning set forth in Schedule
          14.2(d)-1.

     o    "Dillard's Channels" means all retail establishments owned or
          operated by Dillard's in the United States (including Licensee
          departments therein) and all mail order, catalog, electronic mail
          outlets (including websites operated by Dillard's or its Licensees)
          and other direct access media within the United States that are
          owned or operated by Dillard's or its Licensees.

     o    "Dillard's Event of Default" means the occurrence of any one of the
          events listed in Section 12.3 hereof or an Event of Default of
          Dillard's.

     o    "Dillard's Licensed Marks" means the trademarks, tradenames, service
          marks, logos and other proprietary designations of Dillard's listed
          on Schedule A and licensed to Bank by Dillard's under Section 8.1
          hereof.

     o    "Dillard's Operating Procedures" shall mean the operating procedures
          employed by Dillard's prior to the Effective Date, a copy of which
          is attached hereto as Schedule 3.1.

     o    "Dillard's Shopper" shall mean any Person who makes purchases of
          Goods and/or Services.

     o    "Dillard's Shopper Data" shall mean all personally identifiable
          information regarding a Dillard's Shopper that is obtained by
          Dillard's in connection with the Dillard's Shopper making a purchase
          of Goods and/or Services.

     o    "Disclosing Party" has the meaning set forth in Section 11.1 hereof.

     o    "Effective Date" means the Closing Date, as that term is defined in
          the Purchase Agreement. If the Purchase Agreement terminates without
          consummation of the Closing, this Agreement shall be null and void.

     o    "Enhancement Products" means the Credit Card enhancement products
          (other than debt cancellation product) listed in Schedule 4.11, or
          such other products as shall be approved by the Marketing Committee
          from time to time.

     o    "Event of Default" means the occurrence of any one of the events
          listed in Section 12.1 hereof.

     o    "Fair Market Value" has the meaning set forth in Section 14.3
          hereof.

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     o    "Federal Funds Rate" means the offered rate as reported in The Wall
          Street Journal in the "Money Rates" section for reserves traded
          among commercial banks for overnight use in amounts of one million
          dollars or more, as published in the most recent Friday edition
          prior to any required payment or settlement date in which such
          offered rate is reported, and if such rate is not so reported in any
          Friday edition of The Wall Street Journal during the thirty day
          period preceding such required payment or settlement date, such
          offered rate as reported in another publication reasonably
          acceptable to parties.

     o    "Financing Income" means, with respect to any period, an amount
          equal to (a) the sum of assessed or accrued finance charges, late
          charges, NSF fees, pay-by-phone fees and other similar fees under
          the Program during such period, minus (b) the sum of concessions,
          reversals and write-offs of such finance charges, late charges, NSF
          fees, pay-by-phone fees and other similar fees and other adjustments
          during such period in the normal course of business (other than
          fraud losses).

     o    "Funding Costs" has the meaning set forth in Schedule 7.3.

     o    "GAAP" means generally accepted accounting principles, consistently
          applied.

     o    "Goods and/or Services" means the products and services sold by or
          through Dillard's Channels, including for personal, family,
          household or business purposes.

     o    "Governmental Authority" means any federal, state or local domestic,
          foreign or supranational governmental, regulatory or self-regulatory
          authority, agency, court, tribunal, commission or other
          governmental, regulatory or self-regulatory entity.

     o    "Indemnified Party" has the meaning set forth in Section 15.3
          hereof.

     o    "Indemnifying Party" has the meaning set forth in Section 15.3
          hereof.

     o    "Initial Term" has the meaning set forth in Section 13.1 hereof.

     o    "Inserts" has the meaning set forth in Section 4.8 hereof.

     o    "In-Store Payment" means any payment on an Account made to Dillard's
          by a Cardholder or a person acting on behalf of a Cardholder.

     o    "Intellectual Property" means, on a worldwide basis, other than with
          respect to Dillard's Licensed Marks or Bank Licensed Marks, any and
          all: (i) rights associated with works of authorship, including
          copyrights, moral rights and mask-works; (ii) trade marks and
          service marks and the goodwill associated therewith; (iii) trade
          secret rights; (iv) patents, designs, algorithms and other
          industrial property rights; (v) other intellectual and industrial
          property rights of every kind and nature, however designated,
          whether arising by operation of law, contract, license or otherwise;
          and (vi) applications, registrations, renewals, extensions,
          continuations, divisions or reissues thereof now or hereafter in
          force (including any rights in any of the foregoing).

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     o    "Internet Services" has the meaning set forth in Section 3.8(a).

     o    "Knowledge" means, with respect to either Dillard's or the Bank, the
          actual knowledge of the executive officers of the organization who
          have managerial responsibility for the Program.

     o    "LIBOR" means the one month London Inter-Bank Offering Rate that
          appears on the Bloomberg U.S. Government/Swap/Agency Composite
          screen as of 11 a.m. (London time) each day, expressed as an annual
          rate, and if such rate is not available from Bloomberg (or its
          successor), LIBOR shall be determined from such financial reporting
          service or other information as shall be mutually acceptable to the
          parties.

     o    "Licensee(s)" means any person(s) to the extent such person is
          authorized by Dillard's to operate in and sell goods and/or services
          from Dillard's Channels under the Dillard's Licensed Marks.

     o    "Marketing Commitment" and "Market Commitment Quotient" have the
          respective meanings set forth in Schedule 4.1(a).

     o    "Marketing Committee" shall mean the committee established pursuant
          to Section 4.2 hereof.

     o    "Marketing Fund" means an accounting entry on the books of Bank
          representing the unused portion of the Marketing Commitment.

     o    "Marketing Plan" means the document that outlines the objectives,
          strategies and tactics of new account solicitation, usage and
          awareness programs for the applicable calendar year.

     o    "Monthly Settlement Sheet" has the meaning set forth in Section 7.2
          hereof.

     o    "Net Credit Sales" means, for any calendar year, an amount equal to
          (a) gross credit sales on Accounts during such calendar year, minus
          (b) the sum of credits for returned goods and cancelled services and
          other credits related to the price of Goods and/or Services (such as
          concessions, discounts and adjustments) on Accounts during such
          calendar year.

     o    "New Mark" has the meaning set forth in Sections 8.1(b) and 8.2(b)
          hereof.

     o    "Nominated Purchaser" has the meaning set forth in Section 14.2(a).

     o    "Operating Procedures" has the meaning set forth in Section 3.1(a).

     o    "Person" means and includes any individual, partnership, joint
          venture, corporation, company, bank, trust, unincorporated
          organization, government or any department, agency or
          instrumentality thereof.

     o    "POS" means point of sale.

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     o    "Premium" has the meaning assigned to such term in the Purchase
          Agreement.

     o    "Private Label Credit Card" or "Credit Card" means a card issued by
          Bank to a Cardholder in connection with the Program (or by a
          subsidiary of Dillard's in connection with a predecessor program),
          in each case which bears a Dillard's Licensed Mark and may be used
          to finance purchases of Goods and/or Services.

     o    "Private Label Credit Card Business" means the Business, as that
          term is defined in the Purchase Agreement.

     o    "Program" means the private label credit card program established by
          Dillard's and Bank and made available to Cardholders and qualified
          applicants for the purchase of Goods and/or Services through
          Dillard's Channels, including, without limitation, the extension of
          credit, billings, collections, customer service, accounting between
          the parties and all other aspects of the customized credit plan
          specified herein and in Credit Card Agreements.

     o    "Program Purchase Date" has the meaning set forth in Section
          14.2(c).

     o    "Program Assets" means the Accounts, Account Documentation,
          Cardholder List, Solicitation Materials and all Cardholder
          Indebtedness (whether held by Bank or a third party).

     o    "Program Net Losses" has the meaning set forth in Schedule 7.3.

     o    "Program Privacy Policy" shall mean the privacy policy and
          associated disclosures to be provided by Bank to Cardholders in
          connection with the Program, in the form consistent with the terms
          of this Agreement and Applicable Law, as agreed to by the Marketing
          Committee.

     o    "Program Purchase Date" has the meaning set forth in Section 14.2(c)
          hereof.

     o    "Program Website" has the meaning set forth in Section 3.8(a).

     o    "Program Year" shall mean each full twelve calendar month period
          following the Effective Date, except that, if the Effective Date
          falls on a date other than the first day of a calendar month, the
          first Program Year will include the days of such calendar month
          after the Effective Date and the next full twelve calendar months.

     o    "Purchase Agreement" has the meaning set forth on page 1 hereof.

     o    "Purchased Accounts" has the meaning set forth on page 1 hereof.

     o    "Qualified Dillard's Customer" shall mean customers of Dillard's
          that Dillard's determines are available to be solicited for Accounts
          under the Program.

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     o    "Qualified Dillard's Customer List" means the list of Qualified
          Dillard's Customers provided from time to time by Dillard's to Bank
          for purposes of soliciting such Persons for the Program in
          accordance with a Marketing Plan.

     o    "Receiving Party" has the meaning set forth in Section 11.1 hereof.

     o    "Renewal Term" has the meaning set forth in Section 13.1 hereof.

     o    "Risk Adjusted Margin" has the meaning set forth in Schedule 7.3.

     o    "Risk Management Policies" has the meaning set forth in Section
          3.4(a) hereof.

     o    "Significant Failure" has the meaning set forth in Schedule 5.5(b).

     o    "SLA" means each individual performance standard set forth at
          Schedule 5.2.

     o    "Solicitation Materials" means documentation, materials, artwork,
          copy, trademarks (excluding the Dillard's Licensed Marks and the
          Bank Licensed Marks), copyrights and any protectible items, in any
          format or media (including television and radio), used to promote or
          identify the Program to Cardholders and potential Cardholders,
          including, without limitation, direct mail solicitation materials
          and coupons.

     o    "Subsequent Failure" has the meaning set forth in Schedule 5.5(b).

     o    "Supported Accounts" has the meaning set forth in Section 3.5
          hereof.

     o    "Term" means the Initial Term and each Renewal Term.

     o    "Termination Period" means the period beginning with the date of any
          notice of termination pursuant to Article 13 and ending on the
          Program Purchase Date, if Dillard's or its designee purchases the
          Program Assets or upon notice that Dillard's will not purchase the
          Program Assets if it determines not to do so.

     o    "Trademark Style Guide" means any rules governing the manner of
          usage of trademarks, tradenames, service marks, logos and other
          proprietary designations.

     o    "Transaction" means any purchase of Goods and/or Services through a
          Dillard's Channel using a Private Label Credit Card or Account
          number.

     o    "Unamortized Premium" means (i) the Premium, less 1/120th thereof
          for each full month that transpires after the Effective Date; plus
          (ii) unamortized premium related to each retail credit card business
          portfolio acquired by Bank in connection with an acquisition
          pursuant to Section 2.6 of this Agreement, based upon an
          amortization schedule agreed upon by Dillard's and Bank.

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     o    "Value Proposition" means Dillard's current POS new account opening
          day 10% discounts, promotional card event discounts, and any other
          card-related promotional or rewards programs as may be established
          by the Marketing Committee from time to time.

1.2  Miscellaneous.

     As used herein,

     (a)  all references to the plural number shall include the singular
          number (and vice versa),

     (b)  all references to "herein," "hereunder," "hereinabove" or like words
          shall refer to this Agreement as a whole and not to any particular
          section, subsection or clause contained in this Agreement, and

     (c)  all references to "include," "includes" or "including" shall be
          deemed to be followed by the words "without limitation."

                                  ARTICLE 2

                         ESTABLISHMENT OF THE PROGRAM

2.1  Generally.

     Pursuant to the terms and conditions of this Agreement, Dillard's and
Bank shall establish and participate in the Program commencing on the
Effective Date.

2.2  Credit Program.

     (a)  Beginning as of the Effective Date, Bank shall offer Private Label
          Credit Cards to qualified customers in accordance with this
          Agreement and the Cardholder Agreement.

     (b)  Beginning as of the Effective Date, or such later date as shall be
          agreed by the Marketing Committee, the terms and conditions for new
          Accounts shall be those specified in Schedule 2.2 hereto.

2.3  Value Proposition.

     (a)  Beginning as of the Effective Date, Bank shall offer to Cardholders
          the Value Proposition.

     (b)  Bank shall offer "Club Plans" as provided in Schedule 2.3(b).

2.4  Conversion of Purchased Accounts.

     On the Conversion Date, subject to Applicable Law, Bank shall convert all
of the Purchased Accounts to the terms and conditions specified in Schedule
2.2 hereto, provided that

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Bank on the Conversion Date shall not decrease or eliminate (but may increase)
any existing credit line assignments. As soon as reasonably practicable after
the Effective Date, and in any event prior to the Conversion Date, Bank shall
prepare and send a change in terms notice as required by Applicable Law to
each Person obligated on a Purchased Account. Descriptions of the terms and
conditions of the Account and the Value Proposition, if any, shall be included
as part of such notices to the extent required by Applicable Law. All such
notices and descriptions shall be reviewed and approved by the Marketing
Committee. Bank shall issue new Private Label Credit Cards and shall use its
best efforts to maintain existing Account numbers on the Accounts.

2.5  Exclusivity.

     (a)  General. Except as otherwise provided in this Section 2.5, during
          the Term of this Agreement (excluding the Termination Period),
          Dillard's, on behalf of itself and its Affiliates, agrees not to
          enter into or be a party to an agreement or arrangement, or act as a
          partner of a bank or credit card issuer, relating to a program for a
          private label credit card bearing a Dillard's Licensed Mark or other
          mark using the Dillard's name in the United States (such a program,
          a "Competing Program"). In addition, Dillard's, on behalf of itself
          and its Affiliates, shall not itself or themselves operate or
          participate in a Competing Program. Bank shall have exclusive rights
          with respect to the Program.

     (b)  Second-Look Credit Card Program. Notwithstanding Section 2.5(a),
          Dillard's shall have the right at any time during the Term of this
          Agreement to establish an unadvertised program for issuing credit
          cards, including private label credit cards using the Dillard's
          Licensed Marks, to customers whose Credit Card Applications have
          been declined by Bank, provided that Dillard's shall ensure that if
          the Dillard's Licensed Marks are used in connection with such
          program, they are used in a manner which clearly differentiates them
          from the use of the Dillard's Licensed Marks in the Program.
          Notwithstanding the foregoing, Dillard's shall have the right to
          include references to such credit cards in any materials listing
          approved forms of payment, and to provide applications and brochures
          for such program to customers whose Credit Card Applications have
          been declined by Bank.

     (c)  Co-Branded Program. If Dillard's determines to offer Co-Branded
          Credit Cards during the Term, it shall follow the procedures set
          forth in Schedule 2.5(c).

     (d)  Retail Portfolio Acquisition. Notwithstanding Section 2.5(a), Bank's
          sole rights with respect to credit card portfolios acquired by
          Dillard's or its Affiliates are set forth in Section 2.6 below.

     (e)  Other Products. For clarity, other than the products set forth in
          Section 2.5(a), this Agreement does not restrict in any way
          Dillard's rights with respect to other payment products, including
          debit cards, gift cards or stored value cards.

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2.6  Retail Portfolio Acquisition.

     (a)  In the event that Dillard's purchases another retailer, or any
          stores or other channels thereof, that directly or through a third
          party has a proprietary or co-branded credit card portfolio, Bank
          agrees to participate in the purchase of some or all of the credit
          card business of such retailer in the following manner.

          (i)  Retailer that Operates a Credit Card Business. In connection
               with Dillard's purchase of any portion of the retail operations
               of a retailer that directly or through an Affiliate provides a
               proprietary or co-branded credit card, Bank agrees to negotiate
               in good faith a joint bid with Dillard's to acquire the related
               credit card business offered for sale by such retailer in
               connection with Dillard's acquisition of the retailer, or any
               of its stores or other channels. In the event that the bid is
               successful, Bank shall be solely responsible for funding the
               portion of the purchase price allocable to the credit card
               portfolio, taking into account the entire financial terms of
               this Agreement, including the same revenue share percentage as
               provided under Section 7.3(a) hereof. If Dillard's and Bank
               cannot agree on the portion of the purchase price to be
               allocated to the credit card portfolio, Bank shall nonetheless
               consummate such purchase on commercially reasonable terms and
               conditions, and the parties shall promptly submit the dispute
               regarding purchase price allocation for resolution pursuant to
               Section 10.2. Pending the outcome of the dispute resolution
               procedures set forth at Section 10.2, Bank shall fund the
               portion of the purchase price equal to (A) its last good faith
               offer, which shall be no less than the book value of any
               receivables acquired, plus (B) one half (1/2) of the
               difference between the amounts Dillard's and Bank respectively
               believe should be allocated to the credit card portfolio
               purchase price. If Bank fails to acquire such credit card
               portfolio, Dillard's shall have the right to purchase and
               operate such retailer's credit card business itself or to
               engage a third party to do so. If Dillard's, directly or with a
               third party, acquires the credit card business of another
               retailer pursuant to this provision and this Agreement
               otherwise continues in effect, Section 2.5 shall not apply to
               such acquired credit card business or to the associated
               acquired retail operations, including any growth thereof. In
               such event, Bank shall use commercially reasonable efforts to
               assist Dillard's in the conversion and servicing of the
               portfolio until such time as Dillard's, itself or through a
               third party, can provide such servicing, all for servicing fees
               to be agreed upon by the parties.

          (ii) Retailer that has a Credit Card with another Issuer. In
               connection with Dillard's purchase of any portion of the retail
               operations of a retailer that has a proprietary or co-branded
               credit card through a third-party issuer, Bank agrees that it
               shall negotiate in good faith for the purchase of the
               retailer's credit card portfolio from such third party issuer
               associated with the retail assets being acquired. In the event
               that Bank is unsuccessful in its bid for the credit card
               portfolio, Dillard's may offer the credit card

                                      12
<PAGE>

               program of such third party issuer until the expiration or
               other termination of the agreement governing such program, and
               Bank shall negotiate in good faith for the purchase of the
               credit card portfolio at that time. In the event that Bank is
               unable to acquire the credit card portfolio associated with the
               retail assets acquired by Dillard's, Dillard's shall have the
               right to purchase and operate such retailer's credit card
               business itself or to engage a third party to do so. If
               Dillard's, directly or with a third party, acquires the credit
               card business of another retailer pursuant to this provision,
               Section 2.5 shall not apply to such acquired credit card
               business or to the associated acquired retail operations,
               including any growth thereof.

          (iii) Retailer that has a Proprietary or Co-Branded Credit Card with
               Bank. In connection with Dillard's purchase of a retailer that
               has a proprietary or co-branded credit card portfolio operated
               by Bank, Bank agrees to integrate such credit card portfolio
               with the Program as provided in Section 2.6(b) below.

          (iv) Co-Branded Credit Card. Neither Bank nor Dillard's shall have
               any obligation under this Section 2.6(a)(i) or (ii) with
               respect to any co-branded credit card, except as provided at
               Section 2.5(c), if Bank is not already providing a Co-Branded
               Credit Card program for Dillard's at the time of the proposed
               acquisition.

     (b)  Conversion of Purchased Accounts. If Bank acquires any credit card
          portfolio pursuant to Section 2.6(a)(i) or (ii), or operates a
          credit card portfolio as set forth in Section 2.6(a)(iii), Bank
          shall integrate such credit card portfolio with the Program as
          follows.

          (i)  Private label credit card accounts shall be converted to
               Accounts established under the Program, which converted
               Accounts shall be subject to the same terms and conditions and
               to this Agreement, and participate in the Program, as if they
               were originated under this Agreement.

          (ii) If Dillard's has a Co-Branded Credit Card program with Bank at
               the time of such purchase, purchased co-branded credit card
               accounts shall be converted to Co-Branded Credit Card accounts,
               which converted accounts shall be subject to the same terms and
               conditions and participate in such program as if they were
               originated under the Co-Branded Credit Card program agreement.

          (iii) If Dillard's does not have a Co-Branded Credit Card program
               with Bank at the time of such purchase, purchased co-branded
               credit card accounts shall continue under the same terms and
               conditions being offered to the purchased retailer's customers,
               or such other terms and conditions upon which Dillard's and
               Bank shall mutually agree.

                                      13
<PAGE>

          (iv) Bank shall cover all costs related to conversions pursuant to
               this Section 2.6(b), including replacement of credit cards,
               notices to Cardholders and complying with other requirements of
               Applicable Law.

2.7  Retail Portfolio Disposition.

     (a)  In the event that Dillard's arranges for the disposition of any of
          its retail stores in the United States during the Term of this
          Agreement, Dillard's shall have the right to dispose of the portion
          of the Program Assets related to such disposition (provided each
          Account may be tracked to the market serviced by such retail stores)
          and Bank shall provide all cooperation necessary to consummate such
          disposition to the same extent as if such disposition were a
          transfer of Program Assets upon the expiration of this Agreement as
          provided in Article 14. If Bank does not believe that the price
          negotiated with the purchaser of the Program Assets represents the
          fair market value of such portion of the Program Assets, and
          Dillard's and Bank are unable to reach agreement, Dillard's and Bank
          each shall nominate an investment banker who together shall select a
          third investment banker to determine the fair market value of such
          portion of the Program Assets, pursuant to the procedure set forth
          in Section 14.3 hereof. Notwithstanding any such dispute, Bank shall
          consummate such sale on the terms negotiated with the purchaser of
          the Program Assets pending the resolution of such dispute.

     (b)  In the event that Dillard's sells retail stores and associated
          Accounts pursuant to Section 2.7(a), Dillard's shall pay Bank the
          amount, if any, calculated under Schedule 2.7(b).


                                  ARTICLE 3

                         ADMINISTRATION OF THE PROGRAM

3.1  Operation of the Program.

     (a)  Except as modified by agreement of the parties or the Marketing
          Committee from time to time, the Operating Procedures shall be the
          Dillard's Operating Procedures. The parties shall cooperate to
          review and update Operating Procedures as appropriate prior to the
          Effective Date, but in any event such Operating Procedures shall be
          at least as favorable, in the aggregate, as operating procedures
          applicable to Bank's other Comparable Private Label Credit Card
          Programs.

     (b)  Bank shall provide, either directly or indirectly, the services,
          materials and personnel necessary to operate the Program in
          accordance herewith and in accordance with the Operating Procedures
          and any Marketing Plan agreed to by the parties from time to time.

                                      14
<PAGE>

     (c)  Dillard's shall participate in the Program in accordance herewith
          and in accordance with the Operating Procedures and any Marketing
          Plan agreed to by the parties from time to time.

     (d)  In the event of any conflict between the Operating Procedures and
          this Agreement, this Agreement shall control.

3.2  Ownership of Accounts.

     (a)  Except to the extent of Dillard's ownership of the Dillard's
          Licensed Marks and its option to purchase the Program Assets under
          Section 14.2, Bank shall be the sole and exclusive owner of all
          Accounts and Account Documentation and shall have all rights,
          powers, and privileges with respect thereto as such owner,
          including, without limitation, the right, power and privilege to
          review periodically the creditworthiness of Cardholders to determine
          the range of credit limits or finance charge rates to be made
          available to individual Cardholders and whether to suspend or
          terminate the credit privileges of any Cardholder, provided however,
          that the Bank shall only decrease credit limits or suspend or
          terminate credit privileges to the extent set forth in Schedule
          3.2(a). All purchases of Goods and/or Services in connection with
          the Accounts and the Cardholder Indebtedness shall create the
          relationship of debtor and creditor between the Cardholder and Bank,
          respectively. Dillard's acknowledges and agrees that (i) it has no
          right, title or interest (except for its right, title and interest
          in the Dillard's Licensed Marks and its option to purchase the
          Program Assets under Section 14.2) in or to, any of the Accounts or
          Account Documentation or any proceeds of the foregoing, and (ii)
          Bank extends credit directly to Cardholders.

     (b)  Except as expressly provided herein, Bank shall be entitled to (i)
          receive all payments made by Cardholders on Accounts, (ii) retain
          for its account all Cardholder Indebtedness and such other fees and
          income authorized by the Credit Card Agreements and collected by
          Bank with respect to the Accounts and Cardholder Indebtedness, and
          (iii) retain for its account all income from selling credit card
          Enhancement Products.

     (c)  Bank shall fund all Cardholder Indebtedness on the Accounts.

     (d)  Bank shall have the exclusive right to effect collection of
          Cardholder Indebtedness, except as provided in Section 6.5, and
          shall notify Cardholders to make payment directly to it in
          accordance with its instructions; provided, however, that Bank at
          its option may make all collections for its account using a Program
          name which includes the name of Dillard's and, if Bank so elects,
          the name of Bank, and may direct all checks to be made payable to
          "Dillard's" or, with Dillard's approval, another name combined with
          the name Dillard's. Dillard's grants to Bank a limited power of
          attorney (coupled with an interest) to sign and endorse Dillard's
          name upon any form of payment that may have been issued in Dillard's
          name in respect of any Account.

                                      15
<PAGE>

     (e)  Notwithstanding the foregoing, Dillard's shall accept payments made
          with respect to an Account in a Dillard's store as provided in
          Section 6.3.

3.3  Branding of Accounts/Credit Cards/Credit Card Documentation/Solicitation
     Materials.

     (a)  Subject to finalization of any Marketing Plan and approval of the
          Marketing Committee, Bank shall be responsible for, and bear the
          cost of, design, development and delivery (other than delivery at
          Dillard's Channels) of the Credit Card Documentation, Solicitation
          Materials and Private Label Credit Cards.

     (b)  Dillard's Licensed Marks shall appear prominently on the face of the
          Private Label Credit Cards. The Private Label Credit Cards shall not
          bear Bank's Licensed Marks; provided, however, the Bank's name will
          appear on the back of the Card in order to identify Bank as the
          credit provider under the Program, together with any other
          disclosures required by Applicable Law.

3.4  Risk Management/Credit Standards.

     (a)  Bank shall be solely responsible for developing and implementing
          risk management policies, procedures and practices for the Program
          in accordance with this Agreement, including policies, procedures
          and practices for credit and Account openings, transaction
          authorization, collections, credit line management, over-limit
          decisions, Account closures, payment crediting and charge-offs
          (collectively, "Risk Management Policies"). Bank shall set Risk
          Management Policies that, in the aggregate, target the Approval Rate
          Thresholds for new Accounts opened at in-store point of sale and for
          new Accounts opened on the basis of mail-in applications. In the
          event such Approval Rate Thresholds are not achieved, Bank shall
          take the actions specified in Schedule 3.4(a)-2.

     (b)  Bank shall communicate to Dillard's its Risk Management Policies and
          on a monthly basis shall provide either updates of material changes
          or a statement that no material change has occurred.

     (c)  Bank shall perform all necessary security functions to minimize
          fraud in the Program due to lost, stolen or counterfeit cards and
          fraudulent applications. Dillard's agrees and acknowledges that it
          shall cooperate with Bank in such functions. All fraud losses other
          than fraud of Dillard's, its Licensees, employees or agents, shall be
          at the Bank's expense.

3.5  Exception Accounts.

     (a)  Notwithstanding the foregoing, Bank shall, upon request by
          Dillard's, offer a Private Label Credit Card and Account to any
          customer that does not satisfy Bank's credit standards ("Supported
          Accounts"), provided that Bank shall have no obligation to issue
          such a Private Label Credit Card and Account if, at the time
          Dillard's makes such a request to Bank, the aggregate Cardholder
          Indebtedness associated with Supported Accounts exceeds one percent
          (1%) of the aggregate Cardholder Indebtedness for all Accounts. By
          March 1 of each calendar year,

                                      16
<PAGE>

          Bank shall provide to Dillard's a report setting forth (i) the total
          net amount of write-offs with respect to all Supported Accounts in
          the preceding calendar year, (ii) the total net amount of charges
          incurred by Supported Accounts during the same period, (iii) the
          total net amount of write-offs with respect to all other Accounts in
          the preceding calendar year, and (iv) the total net amount of
          charges incurred by all other Accounts during the same period. If
          the ratio of (i)/(ii) is greater than the ratio of (iii)/(iv), Bank
          shall include in its next Monthly Settlement Sheet and Dillard's
          shall pay an amount equal to (i) minus the product of (ii)
          multiplied by the ratio of (iii)/(iv).

     (b)  Notwithstanding the foregoing, Bank or an Affiliate of Bank shall,
          upon request by Dillard's, offer a product similar to a Private
          Label Credit Card and Account to any Dillard's employee that does
          not satisfy Bank's credit standards, provided that the terms of such
          product shall require that such employee must prepay the amount that
          can be drawn through the use of a card.

3.6  Changes to Terms and Conditions of Accounts.

     (a)  Changes to terms and conditions of Accounts shall only be made in
          the manner specified in Schedule 3.6.

     (b)  Bank shall notify Dillard's in writing at least thirty (30) days
          prior to a notification to Cardholders of any change to features,
          terms or conditions required by Applicable Law, unless Bank is
          required by Applicable Law to implement such change in less than
          thirty (30) days, in which case Bank shall provide Dillard's with
          notice as soon as practicable.

3.7  Value Proposition.

     Bank shall be responsible for tracking and servicing all rewards under
the Value Proposition associated with the Program, such as printing coupons on
monthly Billing Statements subject to any Marketing Plan. The terms and
conditions of the Value Proposition may be modified by approval of the
Marketing Committee subject to the requirements of Applicable Law.

3.8  Internet Services.

     (a)  Cardholder Website. Bank shall develop and maintain a
          Dillard's-branded website for Cardholders and potential Cardholders,
          with the look and feel consistent with the Dillard's website
          ("Program Website"). The Program Website shall be accessed solely by
          means of links from the Dillard's website and shall contain or
          otherwise be associated with only such material and links as shall
          be agreed by the Marketing Committee from time to time. Dillard's
          will provide such links on (i) its home page, (ii) its check-out
          pages, and (iii) such other pages as the Marketing Committee shall
          determine from time to time. The Program Website shall also include
          links back to the Dillard's website, on the Program Website home
          page and such other pages as the Marketing Committee shall determine
          from time to time. The Program Website shall include the following

17
<PAGE>

          functions, and such other functions as may be approved by the
          Marketing Committee from time to time (the Program Website and such
          functionality, collectively, the "Internet Services").

          (i)  Applications. The Program Website shall permit potential
               Cardholders to access a Credit Card Application, and to
               complete and submit the Credit Card Application online.

          (ii) Cardholder Customer Service. The Program Website shall permit
               Cardholders to (A) view the Cardholder's Account information
               and Billing Statements; (B) view electronic copies of sales
               slips of the Cardholder's Dillard's transactions, including the
               Cardholder's signature; and (C) make payments on the
               Cardholder's Account via automated clearing house transfer or
               other payment mechanism approved by the Marketing Committee.

     (b)  Performance Standards. Bank shall provide the Internet Services free
          from programming errors and defects in workmanship and materials
          that materially impact functionality, accuracy or security of the
          Internet Services or the ability of Cardholders to use the Internet
          Services and in accordance with industry standards. Bank shall
          conform the Program Website, in the aggregate, to the performance
          capabilities, characteristics, specifications, functions and other
          standards generally applicable to Comparable Private Label Credit
          Card Program websites and required under this Agreement.

     (c)  Customer Privacy. Bank shall ensure that the Program Privacy Policy
          is clearly and prominently posted on the pages of the Program
          Website.

     (d)  Server Condition. Bank shall use commercially reasonable efforts to
          cause the server it will use to host the Program Website to (i) be
          in good operating condition and current with evolving technologies,
          (ii) contain sufficient operating capability to allow unlimited
          access to the Program Website, twenty-four (24) hours a day, seven
          days a week, and (iii) operate and allow access without
          interruption.

     (e)  Internet Services Representations and Warranties. Bank represents
          and warrants as of the Effective Date and during the Term of this
          Agreement that:

          (i)  the Program Website is solely under Bank's control; and

          (ii) Bank has the license, right or privilege to use the hardware,
               software and content acquired from third parties for use in the
               Internet Services, and that it is the owner of all other
               hardware, software and content used in the Internet Services
               and that neither the Internet Services as a whole, nor any part
               thereof, infringes upon or violates any patent, copyright,
               trade secret, trademark, invention, proprietary information,
               nondisclosure or other rights of any third party.

                                      18
<PAGE>

3.9  Sales Taxes.

     Dillard's will pay when due any sales taxes relating to the sale of Goods
and/or Services. Bank shall notify Dillard's of any amounts written-off on
Accounts by Bank, identified by Account, and shall sign such forms and provide
any such other information as requested by Dillard's to enable Dillard's to
recover any sales tax charged to any Account that has been written-off by
Bank. Bank will pay Dillard's reasonable out-of-pocket costs incurred in
connection with Dillard's obtaining such sales tax recovery and Dillard's
shall use commercially reasonable efforts to recover such amount. Dillard's
shall pay to Bank an amount equal to recovered sales taxes, and such amount
shall be treated as a recovery on such written-off Accounts. In the event
Dillard's is audited or assessed by a state, and as a result any amount of
sales tax previously recovered is repaid to the state, Bank shall repay such
amount to Dillard's, and such amount shall be treated as a deduction from
recoveries in the next settlement payment for the Program. Bank also shall
fully cooperate in any such audit or assessment.

                                  ARTICLE 4

                           MARKETING OF THE PROGRAM

4.1  Marketing Commitment.

     (a)  Bank hereby agrees to credit into a Marketing Fund maintained by the
          Bank, by the tenth (10th) day of each calendar month, an amount
          equal to the Marketing Commitment Quotient to be determined pursuant
          to Schedule 4.1(a), for purposes of funding marketing activities for
          the Program, as further provided herein.

     (b)  The Marketing Commitment shall cover Dillard's costs related to
          marketing the Program through such promotions as may be established
          by the Marketing Committee from time to time, including the items
          specified in Schedule 4.1(b).

     (c)  Dillard's shall provide to Bank at the beginning of each month an
          accounting of its use, if any, of the Marketing Commitment in the
          prior month, and Bank shall reimburse Dillard's from the Marketing
          Fund for such amounts as provided in Section 7.3. To the extent that
          Dillard's expenditures of the Marketing Commitment in any calendar
          month exceed the amount in the Marketing Fund, Dillard's shall be
          entitled to reimbursement from the Marketing Fund at such time as
          additional funds become available. Any amount in the Marketing Fund
          for a given month that is not spent in that month shall remain
          available for use during the Term of this Agreement.

     (d)  Bank shall be entitled to submit a monthly statement for the prior
          month's marketing costs it incurs pursuant to this Agreement or as
          determined by the Marketing Committee, and may seek reimbursement
          for such prior month's marketing costs, including costs related to
          funding the Value Proposition. To the extent that Bank's
          expenditures of the Marketing Commitment in any calendar month
          exceed the amount in the Marketing Fund, Bank shall be entitled to
          reimbursement from the Marketing Fund at such time as additional
          funds become

                                      19
<PAGE>

          available. In the event that both Dillard's and Bank are seeking
          reimbursement from the Marketing Fund during the same month,
          Dillard's and Bank shall have equal prioritization and share on a
          pro rata basis.

     (e)  For avoidance of doubt, the Marketing Commitment shall not be used
          to fund the following activities, which shall be funded by Bank as
          stated below.

          (i)  Club Plans. Bank shall offer Club Plans as provided in Schedule
               2.3(b).

          (ii) Direct Mail Solicitations. From time to time pursuant to the
               Marketing Plan then in effect, Bank shall perform direct mail
               solicitations at its own cost based on the Qualified Dillard's
               Customer List provided by Dillard's to Bank. Bank shall
               determine which Qualified Dillard's Customers are solicited for
               Accounts on the basis of the Risk Management Policies then in
               effect. Notwithstanding the foregoing, Bank shall have no
               obligation to solicit any Qualified Dillard's Customer who has
               provided to Bank or any other Person any notice that such
               Qualified Dillard's Customer does not wish to receive
               solicitations.

          (iii) Other Marketing Initiatives. Any other marketing initiatives
               as established by the Marketing Committee pursuant to a
               Marketing Plan that allocates such costs to Bank.

4.2  Establishment of a Marketing Committee.

     Dillard's and Bank shall establish the Marketing Committee consisting of
6 members, 3 to be nominated by Dillard's and 3 to be nominated by Bank. The
names of the initial appointees are set out in Schedule 4.2 hereto. At least
one of Dillard's representatives and at least one of Bank's representatives on
the Marketing Committee shall be senior representatives of their respective
organizations and shall have overall responsibilities for the Program for
their respective organizations. Each party may substitute committee members
upon five (5) Business Days' notice to the other party.

4.3  Functions of the Marketing Committee.

     The Marketing Committee shall:

     (a)  Develop the initial Marketing Plan and thereafter approve subsequent
          Marketing Plans.

     (b)  Coordinate and review the marketing activities and marketing
          performance for the Program through oversight of the implementation
          of Marketing Plans.

     (c)  Approve Credit Card Documentation, Solicitation Materials and the
          Credit Card design, subject to changes Bank determines need to be
          made to comply with Applicable Law.

                                      20
<PAGE>

     (d)  Direct ongoing new product and Value Proposition development and
          monitor performance of marketing initiatives.

     (e)  Direct ongoing research and in-market testing in order to maximize
          relevance, appeal and productivity of Account acquisition and usage
          development programs.

     (f)  Establish and approve additional marketing initiatives and terms for
          employees of Dillard's and its Affiliates.

     (g)  Approve additional Enhancement Products.

     (h)  Oversee the operational aspects of the Program.

     (i)  Review risk management, customer service, and reporting aspects of
          the Program.

     (j)  Approve amendments to customer service and reporting standards
          established under this Agreement, to the extent that authority to
          change such aspects of the Program does not reside with a single
          party to this Agreement, subject to changes Bank determines need to
          be made to comply with Applicable Law.

     (k)  Develop customer service monitoring programs and standards.

     (l)  Carry out such other tasks as are assigned to it by this Agreement
          or jointly by the parties.

4.4  Marketing Committee Meetings.

     The Marketing Committee will meet from time to time as its members
consider necessary, but in no event less than once per calendar quarter. The
first meeting must be held within fifteen (15) days of the Effective Date for
the purpose of developing an initial Marketing Plan. It will then determine
when it will meet after that date to conduct other business required by this
Agreement. Meetings may be held in person or wholly or partly by way of
telephone or video conference.

4.5  Proceedings in Marketing Committee Meetings.

     All decisions of the Marketing Committee must be unanimous decisions. A
quorum of the Marketing Committee will be made up of at least one
representative of Dillard's and one representative of Bank.

4.6  Procedural Matters.

     The Marketing Committee must determine the frequency, place and agenda
for its meetings, the manner in which meetings will be called and all
procedural matters. With the exception of the matters specified in Section
4.5, any procedural or other matter specified in this Article concerning the
Marketing Committee is subject to amendment in writing by the Marketing
Committee.

                                      21
<PAGE>

4.7  Marketing Plans.

     (a)  Within 30 days after the Effective Date, the Marketing Committee
          shall approve a Marketing Plan for the balance of calendar year 2004
          and for calendar year 2005. On or before sixty (60) days prior to
          the end of calendar year 2005 and the end of each calendar year
          thereafter, the Marketing Committee shall approve a Marketing Plan
          for the next calendar year.

     (b)  At least once per calendar year, the Marketing Committee shall
          consider features, terms, conditions and other aspects of other
          private label credit card programs in order to identify marketplace
          developments for possible inclusion in the Program to ensure that
          the Program remains competitive with other private label credit card
          programs. If the Marketing Committee determines that a change to the
          Program may be required, Bank shall develop a plan with respect to
          implementation of such change, including the impact the proposed
          change would have, if any, on the revenue share, and shall present
          such plan to the Marketing Committee for its review and decision.
          The Marketing Committee shall decide whether to test or launch any
          such Program changes for Cardholders or potential Cardholders.

     (c)  Each Marketing Plan shall outline all programs, to the extent
          established and mutually agreed upon by Dillard's and Bank, and
          shall include at least the following information for each program:

          (i)  description of offer(s);

          (ii) description of target audience;

          (iii) planned budget, specifying Bank's share and Dillard's share,
               if any; and

          (iv) target implementation date (e.g., mailing dates, calling dates,
               delivery dates).

     (d)  Each Marketing Plan shall address development of Solicitation
          Materials and Credit Card Documentation; new account acquisition
          strategies, including direct mailing and "take-one" acquisitions;
          preparation of unique collateral materials for Dillard's employees;
          activation, retention and usage; statement design and messaging;
          advertising of the Program; and such other marketing matters as the
          parties shall agree to.

     (e)  Each Marketing Plan shall specify which party is responsible for
          each Marketing Plan item and shall contain a budget specifying the
          parties' financial responsibilities during the applicable calendar
          year.

     (f)  Any Marketing Plan may be modified or supplemented by the parties
          from time to time upon mutual agreement, provided such modifications
          or supplements, as the case may be, are approved by the Marketing
          Committee.

                                      22
<PAGE>

     (g)  All marketing initiatives developed under this Agreement shall
          contain unique marketing source codes to facilitate post-marketing
          research and analysis.

4.8  Communications with Cardholders.

     (a)  Dillard's Inserts. Dillard's shall have the exclusive right to
          communicate with Cardholders, except for any message required by
          Applicable Law or communications approved by the Marketing
          Committee, through use of inserts, fillers and bangtails
          (collectively, "Inserts"), including Inserts selectively targeted
          for particular classes of Cardholders, in any and all Billing
          Statements, subject to such production requirements as contained in
          the Operating Procedures and Applicable Law. Dillard's shall be
          responsible for the content of, and the cost of preparing and
          printing, any Inserts not required by Applicable Law or approved by
          the Marketing Committee. All Inserts shall conform to Bank's
          customary production standards and requirements, including size and
          weight requirements. If the insertion of Inserts in particular
          Billing Statements would increase the postage costs for such Billing
          Statement, Dillard's agrees to either pay for the incremental
          postage cost or prioritize the use of Inserts to avoid postage cost
          over-runs. Notwithstanding the foregoing, (i) any message required
          by Applicable Law, and (ii) collection messages letters for
          Cardholders who are 60 days or more delinquent shall take precedence
          over any Dillard's Inserts.

     (b)  Billing Statement Messages. Dillard's shall have the exclusive right
          to use Billing Statement messages and Billing Statement envelope
          messages in each Billing Cycle to communicate with Cardholders,
          except for any message required by Applicable Law or communications
          approved by the Marketing Committee, subject to such production
          requirements as contained in the Operating Procedures and Applicable
          Law. Dillard's shall be responsible for the content of any such
          messages not required by Applicable Law or approved by the Marketing
          Committee. Notwithstanding the foregoing, (i) any message required
          by Applicable Law, and (ii) collection and/or customer service
          messages letters, shall take precedence over any Dillard's messages.

     (c)  Bank Promotions. Bank may promote the Program to Qualified Dillard's
          Customers using such Dillard's customer mailings as the Marketing
          Committee agrees to in advance, subject to such production
          requirements as contained in the Operating Procedures and Applicable
          Law. Bank shall be responsible for the content of, and the cost of
          preparing and printing, any such promotions. If the insertion of
          such promotions in Dillard's customer mailings would increase the
          postage costs for such mailings, Bank agrees to either pay for the
          incremental postage cost or prioritize the use of promotions to
          avoid postage cost over-runs.

4.9  Customer Information.

     (a)  All sharing, use and disclosure of information regarding
          Cardholders, Qualified Dillard's Customers and Dillard's Shoppers
          shall be subject to the provisions of Sections 4.9, 4.10, 4.11 and
          4.12. The parties acknowledge that the same or

                                      23
<PAGE>

          similar information may be contained in Cardholder Data, the
          Qualified Dillard's Customer List and Dillard's Shopper Data, and
          that each such pool of data will therefore be considered separate
          information subject to the specific provisions applicable to that
          data hereunder. By way of example and not limitation: (i) if a
          Qualified Dillard's Customer receives a Private Label Credit Card,
          the Bank may use and disclose the Cardholder Data for all purposes
          permitted with respect to Cardholder Data hereunder, notwithstanding
          that the Cardholder originated as a Qualified Dillard's Customer;
          and (ii) if a Cardholder makes a purchase of Goods and/or Services
          with a Private Label Credit Card, Dillard's may use and disclose the
          Dillard's Shopper Data relating to that purchase for all purposes
          permitted with respect to Dillard's Shopper Data hereunder,
          notwithstanding that such information may also constitute Cardholder
          Data.

     (b)  Dillard's and Bank will each establish and maintain appropriate
          administrative, technical and physical safeguards to protect the
          security, confidentiality and integrity of the Cardholder Data, the
          Qualified Dillard's Customer List and Dillard's Shopper Data. These
          safeguards will be designed to protect the security, confidentiality
          and integrity of the Cardholder Data, the Qualified Dillard's
          Customer List and Dillard's Shopper Data, ensure against any
          anticipated threats or hazards to its security and integrity, and
          protect against unauthorized access to or use of such information or
          associated records which could result in substantial harm or
          inconvenience to any Cardholder or applicant. Dillard's and Bank
          will each ensure that any third party to whom it transfers or
          discloses Cardholder Data, the Qualified Dillard's Customer List or
          Dillard's Shopper Data signs a written contract with the transferor
          in which such third party agrees to substantively the same privacy
          and security provisions as those in this Agreement. Information
          transferred by one party on behalf or at the direction of the other
          will be considered information transferred by the party requesting
          or directing the transfer. Each party shall use the same degree of
          care in protecting Cardholder Data, the Qualified Dillard's Customer
          List and Dillard's Shopper Data against unauthorized disclosure as
          it accords to its own confidential customer information, but in no
          event less than a reasonable standard of care.

4.10 Qualified Dillard's Customer List.

     (a)  Subject to compliance with Applicable Law, Dillard's privacy policy,
          the Marketing Plan and such criteria (including format) as may be
          mutually agreed from time to time, Dillard's shall make available to
          Bank, free of any charge, the Qualified Dillard's Customer List in
          electronic form. As between Dillard's and Bank, the Qualified
          Dillard's Customer List will be owned exclusively by Dillard's. Bank
          acknowledges and agrees that it has no proprietary interest in the
          Qualified Dillard's Customer List.

     (b)  Bank shall not use, or permit to be used, directly or indirectly,
          the Qualified Dillard's Customer List, except as provided in this
          Section 4.10. Bank may use the Qualified Dillard's Customer List in
          compliance with Applicable Law solely for purposes of soliciting
          customers listed in the Qualified Dillard's Customer

                                      24
<PAGE>

          List for Private Label Credit Cards, as required by Applicable Law
          or as otherwise agreed by the Marketing Committee in writing.

     (c)  Bank shall not disclose, or permit to be disclosed, the Qualified
          Dillard's Customer List, except as provided in this Section 4.10.
          Bank may disclose the Qualified Dillard's Customer List in
          compliance with Applicable Law solely:

          (i)  to its subcontractors in connection with a permitted use of
               such Qualified Dillard's Customer List under this Section 4.10,
               provided that each such subcontractor agrees to be bound by
               this Section 4.10, or a comparable contractual commitment with
               the same effect;

          (ii) to its Affiliates and its Affiliates' employees, agents,
               attorneys and accountants with a need to know such Qualified
               Dillard's Customer List in connection with a permitted use of
               such Qualified Dillard's Customer List under this Section;
               provided that (A) any such Person is bound by terms
               substantially similar to this Section as a condition of
               employment, of access to Qualified Dillard's Customer List or
               by professional obligations imposing comparable terms; and (B)
               Bank shall be responsible for the compliance of each such
               Person with the terms of this Section; or

          (iii) to any Governmental Authority with authority over Bank (A) in
               connection with an examination of Bank; or (B) pursuant to a
               specific requirement to provide such Qualified Dillard's
               Customer List by such Governmental Authority or pursuant to
               compulsory legal process; provided that Bank seeks the full
               protection of confidential treatment for any disclosed
               Qualified Dillard's Customer List to the extent available under
               Applicable Law governing such disclosure, and with respect to
               clause (B), to the extent permitted by Applicable Law, Bank (1)
               provides at least ten (10) Business Days' prior notice of such
               proposed disclosure to Dillard's if reasonably possible under
               the circumstances, and (2) seeks to redact Qualified Dillard's
               Customer List to the fullest extent possible under Applicable
               Law governing such disclosure.

     (d)  Upon the termination of this Agreement, Bank's rights to use and
          disclose the Qualified Dillard's Customer List shall terminate.
          Promptly following such termination, Bank shall return or destroy
          all Qualified Dillard's Customer Lists and shall certify such return
          or destruction to Dillard's upon request.

4.11 Cardholder Data.

     (a)  As between Bank and Dillard's, Cardholder Data shall be the property
          of and exclusively owned by Bank. Dillard's acknowledges and agrees
          that it has no proprietary interest in the Cardholder Data.

     (b)  Bank's privacy policy applicable to the Cardholder Data is the
          Program Privacy Policy. Any modifications to the Program Privacy
          Policy shall be approved by

                                      25
<PAGE>

          the Marketing Committee, provided that the Program Privacy Policy
          shall comply with Applicable Law at all times.

     (c)  Bank shall not use, or permit to be used, Cardholder Data, except as
          provided in this Section 4.11. Bank may use the Cardholder Data in
          compliance with Applicable Law and the Program Privacy Policy solely
          (i) for purposes of soliciting customers listed in the Cardholder
          Data for Private Label Credit Cards, Enhancement Products listed in
          Schedule 4.11, and any other products and services approved by the
          Marketing Committee, (ii) as otherwise necessary to carry out its
          obligations or exercise its rights hereunder, or (iii) as required
          by Applicable Law. Bank has no rights to use the Cardholder Data for
          marketing purposes except as expressly provided herein.

     (d)  Bank shall not disclose, or permit to be disclosed, the Cardholder
          Data, except as provided in this Section 4.11. Bank shall not,
          directly or indirectly, sell or otherwise transfer any right in or
          to the Cardholder Data. Bank may disclose the Cardholder Data in
          compliance with Applicable Law and the Program Privacy Policy
          solely:

          (i)  to its subcontractors in connection with a permitted use of
               such Cardholder Data under this Section 4.11, provided that
               each such subcontractor agrees to be bound by this Section
               4.11, or a comparable contractual commitment with the same
               effect;

          (ii) to its Affiliates and its Affiliates' employees, agents,
               attorneys and accountants with a need to know such Cardholder
               Data in connection with a permitted use of such Cardholder Data
               under this Section; provided that (A) any such Person is bound
               by terms substantially similar to this Section as a condition
               of employment or of access to Cardholder Data or by
               professional obligations imposing comparable terms; and (B)
               Bank shall be responsible for the compliance of each such
               Person with the terms of this Section; or

          (iii) to any Governmental Authority with authority over Bank (A) in
               connection with an examination of Bank; or (B) pursuant to a
               specific requirement to provide such Cardholder Data by such
               Governmental Authority or pursuant to compulsory legal process;
               provided that Bank seeks the full protection of confidential
               treatment for any disclosed Cardholder Data to the extent
               available under Applicable Law governing such disclosure, and
               with respect to clause (B), to the extent permitted by
               Applicable Law, Bank (1) provides at least 10 Business Days'
               prior notice of such proposed disclosure to Dillard's if
               reasonably possible under the circumstances and (2) seeks to
               redact Cardholder Data to the fullest extent possible under
               Applicable Law governing such disclosure.

     (e)  Subject to Applicable Law and the Program Privacy Policy, Bank shall
          report to Dillard's on a weekly basis, in a format agreed to by the
          parties in advance,

                                      26
<PAGE>

          (i)  for any customer who has applied for a Credit Card, had the
               opportunity to make an opt out choice, was not approved for a
               Credit Card and did not opt out, regardless of the marketing
               channel of such application, the customer's name, address,
               email address, telephone number, social security number and all
               other commercially reasonable information supplied on the
               application or prescreened response submitted by the customer.

          (ii) for any Cardholder, (1) the Cardholder's name, address, email
               address, telephone number, social security number and Account
               number; (2) any reported change to any of the foregoing
               information; (3) Cardholder transaction and experience data;
               and (4) any such other Cardholder Data as Dillard's may
               reasonably request.

          (iii) the Cardholder's name and account number for any Account that
               is 60 days or more delinquent.

          (iv) the Cardholder's name and account number for any Account that
               has been closed.

     (f)  Bank shall cooperate with Dillard's to provide Dillard's the maximum
          ability permissible under Applicable Law to use and disclose
          Cardholder Data, including, as necessary or appropriate, through use
          of consents, opt-in provisions or opt-out provisions, to the extent
          requested by Dillard's.

     (g)  Dillard's shall not use, or permit to be used, Cardholder Data,
          except as provided in this Section 4.11. Dillard's may use the
          Cardholder Data in compliance with Applicable Law and the Program
          Privacy Policy solely (i) for purposes of promoting the Program or
          promoting products and services available for purchase on an Account
          at or through any Dillard's Channel, (ii) as otherwise necessary to
          carry out its obligations under this Agreement, and (iii) as
          required by Applicable Law.

     (h)  Dillard's shall not disclose, or permit to be disclosed, the
          Cardholder Data, except as provided in this Section 4.11. Dillard's
          may disclose the Cardholder Data in compliance with Applicable Law
          and the Program Privacy Policy solely:

          (i)  to its subcontractors in connection with a permitted use of
               such Cardholder Data under this Section 4.11, provided that
               each such subcontractor agrees to be bound by this Section
               4.11, or a comparable contractual commitment with the same
               effect;

          (ii) to its Affiliates and its Affiliates' employees, agents,
               attorneys and accountants with a need to know such Cardholder
               Data in connection with a permitted use of such Cardholder Data
               under this Section; provided that (A) any such Person is bound
               by terms substantially similar to this Section as a condition
               of employment or of access to Cardholder Data or by
               professional obligations imposing comparable terms; and (B)
               Dillard's

                                      27
<PAGE>

               shall be responsible for the compliance of each such Person
               with the terms of this Section; or

          (iii) to any Governmental Authority with authority over Dillard's
               (A) in connection with an examination of Dillard's; or (B)
               pursuant to a specific requirement to provide for such
               Cardholder Data by such Governmental Authority or pursuant to
               compulsory legal process; provided that Dillard's seeks the
               full protection of confidential treatment for any disclosed
               Cardholder Data to the extent available under Applicable Law
               governing such disclosure, and with respect to clause (B), to
               the extent permitted by Applicable Law, Dillard's (1) provides
               at least 10 Business Days' prior notice of such proposed
               disclosure to Bank if reasonably possible under the
               circumstances and (2) seeks to redact Cardholder Data to the
               fullest extent possible under Applicable Law governing such
               disclosure.

     (i)  With respect to use and disclosure of Cardholder Data following the
          termination of this Agreement:

          (i)  The rights and obligations of the parties under this Section
               4.11 shall continue through any Termination Period.

          (ii) If Dillard's exercises its rights under Section 14.2, Bank
               shall transfer its right, title and interest in the Cardholder
               Data to Dillard's or its Nominated Purchaser as part of such
               transaction, and Bank's right to use and disclose the
               Cardholder Data shall terminate upon the termination of the
               Termination Period.

          (iii) If Dillard's provides notice that it will not exercise its
               rights under Section 14.2, upon termination of the Termination
               Period, Dillard's right to use and disclose the Cardholder Data
               shall terminate upon the termination of the Termination Period.

4.12 Dillard's Shopper Data.

     (a)  Bank acknowledges that Dillard's gathers information about
          purchasers of Goods and/or Services and that Dillard's has rights to
          use and disclose such information independent of whether such
          information also constitutes Cardholder Data. Bank shall cooperate
          in Dillard's maintenance of such Dillard's Shopper Data, including
          by incorporating in the Credit Card Application and Cardholder
          Agreement mutually agreed provisions pursuant to which applicants
          and Cardholders will agree that they are providing their identifying
          information (including name, address, telephone number, email
          address and social security number) and all updates thereto to both
          Bank and Dillard's. To the extent Bank is the direct recipient of
          such data, Bank shall provide such data to Dillard's in such format
          and at such times as shall be agreed by the Marketing Committee. As
          between Dillard's and Bank, all Dillard's Shopper Data will be owned
          exclusively

                                      28
<PAGE>

          by Dillard's. Bank acknowledges and agrees that it has no
          proprietary interest in the Dillard's Shopper Data.

     (b)  Bank shall not use, or permit to be used, directly or indirectly,
          the Dillard's Shopper Data except to transfer such data to Dillard's
          to the extent it is received by Bank.

     (c)  Bank shall not disclose, or permit to be disclosed, the Dillard's
          Shopper Data, except as provided in this Section 4.12. Bank may
          disclose the Dillard's Shopper Data in compliance with Applicable
          Law solely:

          (i)  to its subcontractors in connection with a permitted use of
               such Dillard's Shopper Data under this Section 4.12, provided
               that each such subcontractor agrees to be bound by this Section
               4.12, or a comparable contractual commitment with the same
               effect;

          (ii) to its Affiliates and its Affiliates' employees, agents,
               attorneys and accountants with a need to know such Dillard's
               Shopper Data in connection with a permitted use of such
               Dillard's Shopper Data under this Section; provided that (A)
               any such Person is bound by terms substantially similar to this
               Section as a condition of employment, of access to Dillard's
               Shopper Data or by professional obligations imposing comparable
               terms; and (B) Bank shall be responsible for the compliance of
               each such Person with the terms of this Section; or

          (iii) to any Governmental Authority with authority over Bank (A) in
               connection with an examination of Bank; or (B) pursuant to a
               specific requirement to provide such Dillard's Shopper Data by
               such Governmental Authority or pursuant to compulsory legal
               process; provided that Bank seeks the full protection of
               confidential treatment for any disclosed Dillard's Shopper Data
               to the extent available under Applicable Law governing such
               disclosure, and with respect to clause (B), to the extent
               permitted by Applicable Law, Bank (1) provides at least ten
               (10) Business Days' prior notice of such proposed disclosure to
               Dillard's if reasonably possible under the circumstances, and
               (2) seeks to redact Dillard's Shopper Data to the fullest
               extent possible under Applicable Law governing such disclosure.

     (d)  Upon the termination of this Agreement, Bank's rights to use and
          disclose the Dillard's Shopper Data shall terminate. Promptly
          following such termination, Bank shall return or destroy all
          Dillard's Shopper Data and shall certify such return or destruction
          to Dillard's upon request.

4.13 Liability for Materials Developed and Used in Connection with the
     Program.

     Bank shall be responsible for ensuring that all Solicitation Materials,
Account Documentation and Credit Card designs comply with Applicable Law and
the Operating Procedures, provided that Bank has produced or approved such
materials, documents or designs.

                                      29
<PAGE>


Notwithstanding the foregoing, each party shall be solely responsible for
ensuring that its respective Inserts and statement messages comply with
Applicable Law.

4.14 Access to Bank Mailing Lists.

     Upon Dillard's reasonable request and subject to Applicable Law and any
contractual constraints, Bank shall (a) conduct marketing research, mailing
and other related marketing efforts on behalf of Dillard's, which may include
marketing materials related to Dillard's, the Goods and/or Services, or the
Private Label Credit Cards, at Dillard's option, based upon the customer data
bases and customer data base analysis tools maintained by Bank and its
Affiliates, including nonpersonally identifiable transaction and experience
data across Bank's credit card portfolios, and (b) provide use of its data
bases, analytic tools and support services at no charge to Dillard's.
Dillard's shall be responsible for all out-of-pocket expenses, including the
costs of all marketing materials and mailing services at cost.

4.15 Bank Internal Marketing Commitment.

     Each Program Year during the Term, Bank shall spend the amount specified
in Schedule 4.15 on the resources specified therein.

                                  ARTICLE 5

                              OPERATING STANDARDS

5.1  Reports.

     Within thirty (30) days after the end of each calendar month to begin
after the Effective Date, Bank shall provide to the Marketing Committee the
reports specified in Schedule 5.1A, and to Dillard's the reports specified in
Schedule 5.1B, and such other reports as are mutually agreed to by the parties
from time to time.

5.2  Servicing.

     Bank shall service all Accounts under the Program in accordance with the
terms and conditions of this Agreement, including the service level standards
set forth in Schedule 5.2, as they may be amended from time to time by the
Marketing Committee. Without limiting the generality of the foregoing, Bank
shall be solely responsible for Credit Card Application processing, customer
service, statementing, payment processing, transaction authorization and
processing, Value Proposition administration, collections and risk management.
To the extent not otherwise provided in this Agreement or the Operating
Procedures, including the Service Level Standards at Schedule 5.2, Bank shall
service the Accounts under the Program in the manner in which Bank, in the
aggregate, services its other Comparable Private Label Credit Card Programs.

                                      30
<PAGE>

5.3  Customer Service.

     (a)  Bank shall be solely responsible for customer service for the
          Program in accordance with this Agreement, including the service
          level standards set forth in Schedule 5.2 as attached hereto,
          including, but not limited to, with respect to processing Cardholder
          telephone and mail inquiries and disputes.

     (b)  As of the Effective Date, Bank shall establish a separate toll-free
          customer service telephone number for the Program at Bank's expense,
          which toll-free number shall be provided by and remain the property
          of Dillard's. Any publication of the toll-free number shall be
          approved by the Marketing Committee.

     (c)  Customer service shall be provided by a dedicated group with
          overflow calls going to the Bank's regular customer service unit. If
          the overflow calls for any two (2) consecutive months exceed ten
          percent (10%) of total calls for the month, Bank shall increase the
          number of the dedicated group. The foregoing notwithstanding, to the
          extent such group is not fully utilized for activities related to
          the Program, Bank may utilize the dedicated group in connection with
          other activities for its customers that are not retail department
          stores for up to two percent (2%) of average monthly customer
          service calls handled by the dedicated group.

     (d)  All customer service policies, scripts and form correspondence shall
          be approved by the Marketing Committee, provided that Bank may
          include items or make changes required by Applicable Law.

     (e)  As of the Effective Date, Bank shall provide live telephonic
          customer service, in English and Spanish, 365 days per year 24 hours
          per day.

     (f)  Customer service shall be Dillard's branded to the extent legally
          permissible. Notwithstanding the foregoing, Bank shall have the
          right in its sole discretion to take whatever steps and make such
          disclosures it believes are necessary to ensure that at all times
          the Bank is considered the creditor on the Accounts.

     (g)  If Bank receives a Cardholder complaint regarding the quality or
          delivery of Goods and/or Services, Bank shall refer such complaint
          to Dillard's in accordance with the Operating Procedures.

5.4  Customer Service Standards.

     (a)  Beginning with the first full calendar month following the Effective
          Date and each calendar month thereafter, Bank's performance of its
          obligations for customer service shall be monitored by the Marketing
          Committee in accordance with the service level standards set forth
          in Schedule 5.2.

     (b)  The Marketing Committee shall implement a joint customer service
          monitoring program, which shall include the jointly developed
          scoring procedure and model attached hereto as Schedule 5.3.

                                      31
<PAGE>

     (c)  Subject to the following sentence, Dillard's and Bank (or their
          respective subcontractors, as applicable), will jointly observe and
          score inbound/outbound telephone customer contacts that Bank has
          with Cardholders. A Bank representative may, but will not be
          required to, accompany the Dillard's representative during the
          observations. Dillard's will, however, conduct and score
          observations alone if a representative of Bank does not join in the
          observation.

     (d)  Notwithstanding 5.4(c), Bank will make arrangements to allow
          Dillard's to monitor customer service telephone calls remotely at
          any time and without prior notice.

     (e)  Customer service observations may be conducted by Dillard's on any
          day and at any time during the day or night, provided that such
          observations shall not unreasonably interfere with Bank's normal
          business operations.

5.5  Non-Performance of Service Level Standards.

     (a)  Bank shall report to Dillard's monthly, in a mutually agreed format,
          Bank's performance under each of the SLAs set forth at Schedule 5.2.
          If Bank fails to meet any SLA, Bank shall (i) immediately report to
          Dillard's the reasons for the SLA failure(s); and (ii) promptly take
          any action necessary to correct and prevent recurrence of such
          failure(s).

     (b)  With respect to any SLA starred on Schedule 5.2 hereof ("Starred
          SLA"), the provisions set forth in Schedule 5.5(b) shall apply.

     (c)  The provisions of this Section 5.5 shall apply beginning ninety (90)
          days after the Effective Date with respect to operations assumed by
          Bank as of the Effective Date, and ninety (90) days after the
          Conversion Date with respect to any other operations.

5.6  Access.

     In addition to access as provided in Section 5.4(c), each party will
permit the other party to visit its facilities related to the Program during
normal business hours with reasonable advance notice. Each party will also
permit the other party to review and obtain copies of the books and records
relating to the Program. Dillard's authorizes Bank to monitor the
administration and promotion of the Program through mystery shopping and by
other reasonable means and the results of such monitoring shall be reviewed
with the Marketing Committee.

5.7  Disaster Recovery.

     Bank will maintain in effect during the Term a disaster recovery and
business continuity plan that complies with Applicable Law and that is
designed to ensure that no outage of services hereunder will continue for more
than thirty (30) minutes. Bank will provide Dillard's access to review such
plan upon request. Bank will test such plan annually and will promptly
implement

                                      32
<PAGE>

such plan upon the occurrence of a disaster or business interruption, giving
the Program high priority in its recovery efforts.

                                  ARTICLE 6

                               MERCHANT SERVICES

6.1  Transmittal and Authorization of Charge Transaction Data.

     (a)  Dillard's will accept the Private Label Credit Cards for
          Transactions. Dillard's will transmit Charge Transaction Data for
          authorization of Transactions to Bank as provided in the Operating
          Procedures. If Dillard's is unable to communicate with Bank for any
          reason, Dillard's may complete Transactions without receipt of
          further authorization as provided in the Operating Procedures.

     (b)  Bank shall authorize or decline Transactions on a real time basis as
          provided in the Operating Procedures, including transactions
          involving split-tender (i.e., a portion of the total transaction
          amount is billed to a Private Label Credit Card and the remainder is
          paid through one or more other forms of payment) or down-payments on
          Goods and/or Services for later delivery.

6.2  POS Terminals.

     Dillard's shall maintain POS terminals capable of processing (a) bankcard
transactions and (b) Private Label Credit Card transactions as handled as of
the Effective Date. To the extent that Bank requires other equipment or
hardware changes to such terminals for transmission of Charge Transaction Data
under this Agreement, Bank shall provide, or pay for the purchase,
installation and maintenance of, such other equipment or required hardware
changes to Dillard's POS credit card terminals.

6.3  In-Store Payments.

     Dillard's may accept In-Store Payments from Cardholders on their Accounts
in accordance with the Operating Procedures. Dillard's shall, as necessary,
provide proper endorsements on such items. Bank grants to Dillard's a limited
power of attorney (coupled with an interest) to sign and endorse Bank's name
upon any form of payment that may have been issued in Bank's name in respect
of any Account. Dillard's and Bank shall jointly develop procedures in the
Operating Procedures with respect to the manner in which such In-Store
Payments shall be processed. Dillard's shall notify Bank upon receipt of
In-Store Payments and Bank shall include the Charge Transaction Data related
to such In-Store Payments in the net settlement in respect of the day
immediately following such receipt on the same basis as other Charge
Transaction Data. Dillard's shall issue receipts for such payments in
compliance with Applicable Law.

                                      33
<PAGE>

6.4  Settlement Procedures.

     (a)  Dillard's will transmit Charge Transaction Data (including Charge
          Transaction Data arising in connection with sales by Licensees) to
          Bank in accordance with the Operating Procedures. If Charge
          Transaction Data is received by Bank's processing center before 6:00
          am (EST) on any Business Day, Bank will process the Charge
          Transaction Data for payment on the same Business Day, and will
          issue instructions for wire transfer of funds to Dillard's
          designated settlement account with respect thereto by noon of the
          same Business Day. If the Charge Transaction Data is received after
          6:00 am (EST) on any Business Day, or at any time on a day other
          than a Business Day, Bank will process the Charge Transaction Data
          for payment on the following Business Day.

     (b)  Bank will remit to Dillard's, for itself and any Licensees, an
          amount equal to: the sum of the total of charges identified in such
          Charge Transaction Data, in each case adjusted for the
          reconciliation of recent Charge Transaction Data, less the sum of
          (i) the total amount of any credits included in such Charge
          Transaction Data, (ii) the total amount of In-Store Payments (if
          any), and (iii) any amounts charged back to Dillard's pursuant to
          Section 6.5. Dillard's shall be responsible for allocating such
          remittances among all Dillard's Channels as appropriate and Bank
          shall have no responsibility or liability in connection therewith
          (it being agreed that Bank has no obligation to accept Charge
          Transaction Data directly from, or make remittances to, any person
          other than Dillard's).

6.5  Bank Right to Charge Back.

     Bank shall have the right to charge back to Dillard's the amount of any
Cardholder Indebtedness, including Cardholder Indebtedness incurred prior to
the Effective Date with respect to Purchased Accounts, relating to Charge
Transaction Data only to the extent provided in Schedule 6.5.

6.6  Exercise of Chargeback.

     If Bank exercises its right of chargeback, Bank may set off all amounts
charged back against any sums due Dillard's under this Agreement, or Bank may
demand payment from Dillard's for the full amount of such chargeback. In the
event of a chargeback pursuant to this Article 6, upon payment in full of the
related amount by Dillard's, Bank shall immediately assign to Dillard's,
without any representation, warranty or recourse, (i) all right to payments of
amounts charged back in connection with such Cardholder charge, and (ii) any
security interest granted by Dillard's under Section 16.1. Bank shall fully
cooperate in any effort by Dillard's to collect the chargeback amount,
including by executing and delivering any document necessary or useful to such
collection efforts.

6.7  Covenants of Dillard's.

     Dillard's makes the following covenants to Bank, each and all of which
shall survive the execution and delivery of this Agreement.

                                      34
<PAGE>

     (a)  Forms and Materials. Dillard's shall use only forms and materials,
          including in electronic format, provided or approved by Bank
          (including through the Marketing Committee) when taking any action
          with regard to the Program.

     (b)  Special Agreements or Conditions. Dillard's will not charge any
          credit card surcharge, application, processing or other Program
          related fee to Cardholders.

                                  ARTICLE 7

                              COSTS AND EXPENSES

7.1  Bank Responsibility for Program Operation.

     Except as otherwise specified in any annual Marketing Plan or any other
provision of this Agreement, Bank shall be responsible for the costs of
operating the Program including, without limitation, the costs of marketing,
systems operations and customer services.

7.2  Monthly Statement to Dillard's.

     Within five (5) Business Days after the end of each calendar month, Bank
shall deliver to Dillard's, in a mutually agreed format, a statement setting
forth the information specified in Schedule 7.2. Each such statement,
including supporting documentation, shall be known as a "Monthly Settlement
Sheet."

7.3  Compensation.

     The Bank shall pay Dillard's on a monthly basis the compensation set
forth in Schedule 7.3.

7.4  Resolution.

     Any disputes regarding the amounts owed under this Agreement shall be
resolved in accordance with Section 10.2.


                                  ARTICLE 8

                LICENSING OF TRADEMARKS; INTELLECTUAL PROPERTY

8.1  The Dillard's Licensed Marks.

     (a)  Grant of License to Use the Dillard's Licensed Marks. Dillard's
          hereby grants to Bank a non-exclusive, royalty-free,
          non-transferable right and license to use the Dillard's Licensed
          Marks in the United States in connection with the creation,
          establishment, marketing and administration of, and the provision of
          services related to, the Program, all pursuant to, and in accordance
          with, this Agreement

                                      35
<PAGE>

          and any applicable Trademark Style Guide. Those services shall
          include, without limitation, the solicitation of Cardholders and
          potential Cardholders, acceptance of Credit Card Applications, the
          issuance and reissuance of Credit Cards, the provision of accounting
          services to Cardholders, the provision of Billing Statements and
          other correspondence relating to Accounts to Cardholders, the
          extension of credit to Cardholders, and the advertisement or
          promotion of the Program. All use of the Dillard's Licensed Marks
          shall be approved by the Marketing Committee. The license hereby
          granted is solely for the use of Bank and may be used as necessary
          to permit the exercise by Bank of any of its rights under this
          Agreement to (i) delegate its obligations to Affiliate(s) and/or
          third party subcontractors, and (ii) sell the Accounts and
          Cardholder Indebtedness to third parties for liquidation. The
          licenses granted hereby may not be sublicensed in connection with
          the sale of Goods and/or Services without the prior written approval
          of Dillard's. Any subcontractor or third party shall agree to comply
          with all of the standards specified herein and the limitations on
          the use of the Dillard's Licensed Marks contained in this Section.

     (b)  New Marks. If Dillard's adopts a trademark, trade name, service
          mark, logo or other proprietary mark which is used by Dillard's in
          connection with the Program but which is not listed on Schedule A
          hereto (a "New Mark"), Bank may request that Dillard's add such New
          Mark to Schedule A hereto and license its use hereunder, Dillard's
          shall not unreasonably fail to do so, and such New Mark shall be
          added to Schedule A by amendment of this Agreement.

     (c)  Termination of License. Except to the extent otherwise provided in
          Section 14.4, the license granted in this section shall terminate
          six (6) months from the Program Purchase Date or six (6) months
          after termination of this Agreement under Section 14.4 as
          applicable. Upon such termination of this license, as provided in
          this subsection (c) and Section 14.4, all rights in the Dillard's
          Licensed Marks shall revert to Dillard's, the goodwill connected
          therewith shall remain the property of Dillard's, and Bank shall:
          (i) discontinue immediately all use of the Dillard's Licensed Marks,
          or any of them, and any colorable imitation thereof; and (ii) at
          Bank's option, delete the Dillard's Licensed Marks from or destroy
          all unused Credit Cards, Credit Card Applications, Account
          Documentation, periodic statements, materials, displays, advertising
          and sales literature and any other items bearing any of the
          Dillard's Licensed Marks.

     (d)  Ownership of the Dillard's Licensed Marks. Bank acknowledges that
          (i) the Dillard's Licensed Marks, all rights therein, and the
          goodwill associated therewith, are, and shall remain, the exclusive
          property of Dillard's, (ii) it shall take no action which will
          adversely affect Dillard's exclusive ownership of the Dillard's
          Licensed Marks, or the goodwill associated with the Dillard's
          Licensed Marks (it being understood that the collection of Accounts,
          adverse action letters, and changes in terms of Accounts do not
          adversely affect goodwill, if done in accordance with the terms of
          this Agreement), and (iii) any and all goodwill arising from use of
          the Dillard's Licensed Marks by Bank shall inure to the benefit of
          Dillard's. Nothing herein shall give Bank any proprietary interest
          in or

                                      36
<PAGE>

          to the Dillard's Licensed Marks, except the right to use the
          Dillard's Licensed Marks in accordance with this Agreement, and Bank
          shall not contest Dillard's title in and to the Dillard's Licensed
          Marks.

     (e)  Infringement by Third Parties. Bank shall use reasonable efforts to
          notify Dillard's, in writing, in the event that it has Knowledge of
          any infringing use of any of the Dillard's Licensed Marks by any
          third party. If any of the Dillard's Licensed Marks is infringed,
          Dillard's alone has the right, in its sole discretion, to take
          whatever action it deems necessary to prevent such infringing use;
          provided, however, that if Dillard's fails to take reasonable steps
          to prevent infringement of the Dillard's Licensed Marks by any
          department store retailer and such infringement has an adverse
          effect upon the Program or the rights of Bank hereunder, Bank may
          request that Dillard's take action necessary to alleviate such
          adverse impact. Bank shall reasonably cooperate with and assist
          Dillard's, at Dillard's expense, in the prosecution of those actions
          that Dillard's determines, in its sole discretion, are necessary or
          desirable to prevent the infringing use of any of the Dillard's
          Licensed Marks.

8.2  The Bank Licensed Marks.

     (a)  Grant of License to Use the Bank Licensed Marks. Bank hereby grants
          to Dillard's a non-exclusive, royalty-free, non-transferable right
          and license to use the Bank Licensed Marks in the United States in
          connection with the creation, establishment, marketing and
          administration of, and the provision of services related to, the
          Program, all pursuant to, and in accordance with, this Agreement and
          any applicable Trademark Style Guide. Those services shall include,
          without limitation, the solicitation of Cardholders and the
          advertisement or promotion of the Program. All use of the Bank
          Licensed Marks shall be approved by the Marketing Committee. The
          license hereby granted is solely for the use of Dillard's and may be
          used as necessary to permit the exercise by Dillard's of any of its
          rights under this Agreement to delegate obligations to Affiliate(s)
          and/or third party contractors. The license granted hereby may not
          be sublicensed in connection with the sale of Goods and/or Services
          without the prior written approval of Bank. Any subcontractor or
          third party shall agree to comply with all of the standards
          specified herein and the limitations on the use of the Bank Licensed
          Marks contained in this Section.

     (b)  New Marks. If Bank adopts a trademark, trade name, service mark logo
          or other proprietary mark which is used by Bank in connection with
          its extension of bank card credit to customers but which is not
          listed on Schedule B hereto (a "New Mark"), Dillard's may request
          that Bank add such New Mark to Schedule B hereto and license its use
          hereunder, Bank shall not unreasonably fail to do so, and such New
          Mark shall be added to Schedule B by amendment of this Agreement.
          The foregoing notwithstanding, it is understood and agreed that Bank
          shall not be required to add a New Mark to Schedule B if such New
          Mark was developed by Bank primarily for another charge, credit or
          debit program.

                                      37
<PAGE>

     (c)  Termination of License. The license granted in this Section shall
          terminate six (6) months after the Program Purchase Date or six (6)
          months after termination after this Agreement under Section 14.4 as
          applicable. Upon such termination of this license, as provided in
          this subsection (c), all rights in the Bank Licensed Marks shall
          revert to Bank, the goodwill connected therewith shall remain the
          property of Bank, and Dillard's shall: (i) discontinue immediately
          all use of the Bank Licensed Marks, or any of them, and any
          colorable imitation thereof; and (ii) at Dillard's option, delete
          the Bank Licensed Marks from or destroy all unused Credit Card
          Applications, Account Documentation, periodic statements, materials,
          displays, advertising and sales literature and any other items
          bearing any of the Bank Licensed Marks.

     (d)  Ownership of the Bank Licensed Marks. Dillard's acknowledges that
          (i) the Bank Licensed Marks, all rights therein, and the goodwill
          associated therewith, are, and shall remain, the exclusive property
          of Bank, (ii) it shall take no action which will adversely affect
          Bank's exclusive ownership of the Bank Licensed Marks or the
          goodwill associated with the Bank Licensed Marks, and (iii) any and
          all goodwill arising from use of the Bank Licensed Marks by
          Dillard's shall inure to the benefit of Bank. Nothing herein shall
          give Dillard's any proprietary interest in or to the Bank Licensed
          Marks, except the right to use the Bank Licensed Marks in accordance
          with this Agreement, and Dillard's shall not contest Bank's title in
          and to the Bank Licensed Marks.

     (e)  Infringement by Third Parties. Dillard's shall use reasonable
          efforts to notify Bank, in writing, in the event that it has
          Knowledge of any infringing use of any of the Bank Licensed Marks by
          any third party. If any of the Bank Licensed Marks is infringed,
          Bank alone has the right, in its sole discretion, to take whatever
          action it deems necessary to prevent such infringing use; provided,
          however, that if Bank fails to take reasonable steps to prevent
          infringement of the Bank Licensed Marks by any credit provider and
          such infringement has an adverse effect upon the Program or the
          rights of Dillard's hereunder, Dillard's may request that Bank take
          action necessary to alleviate such adverse impact. Dillard's shall
          reasonably cooperate with and assist Bank, at Bank's expense, in the
          prosecution of those actions that Bank determines, in its sole
          discretion, are necessary or desirable to prevent the infringing use
          of any of the Bank Licensed Marks.

8.3  Ownership of Intellectual Property.

     (a)  Ownership of Intellectual Property. Each party shall continue to own
          all of its Intellectual Property that existed as of the Effective
          Date. Each party also shall own all right, title and interest in the
          Intellectual Property it develops independently of the other party
          during the Term.

     (b)  Joint Intellectual Property. Any Intellectual Property developed
          through the combined efforts of the parties during the Term of this
          Agreement shall be owned jointly by the parties. Each party shall
          have the right to use, license and otherwise

                                      38
<PAGE>

          exploit jointly owned Intellectual Property without any restriction
          or obligation to account to the other party. Patents and inventions
          shall be deemed to be developed jointly only if employees or
          contractors of each party who have assigned all such patent rights
          to such party are deemed co-inventors under the patent law. Software
          and other works of authorship and associated copyrights shall be
          deemed to be jointly developed only if the parties are deemed
          co-authors of such software or other work of authorship under the
          copyright law or otherwise deemed co-owners of such copyright.
          Otherwise, all patents, patentable inventions, software, other works
          of authorship and related copyrights shall be deemed to be developed
          solely by one party. Thus, to the extent that a work created by one
          party is based on or incorporates Intellectual Property of the other
          party but the parties are not joint inventors or joint authors under
          the patent or copyright law, respectively, then one party shall be
          the sole owner of the Intellectual Property in the underlying work
          and the other party shall be the sole owner of the Intellectual
          Property in the new work.

                                  ARTICLE 9

                   REPRESENTATIONS, WARRANTIES AND COVENANTS

9.1  General Representations and Warranties of Dillard's.

     To induce Bank to establish and administer the Program, Dillard's makes
the following representations and warranties to Bank, each and all of which
shall survive the execution and delivery of this Agreement, and each and all
of which shall be deemed to be restated and remade with the same force and
effect on each day of the Term.

     (a)  Corporate Existence. Dillard's (i) is a corporation duly organized,
          validly existing and in good standing under the laws of the State of
          its incorporation; (ii) is duly licensed or qualified to do business
          as a corporation and is in good standing as a foreign corporation in
          all jurisdictions in which the nature of the activities conducted or
          proposed to be conducted by it or the character of the assets owned
          or leased by it makes such licensing or qualification necessary to
          perform its obligations required hereunder except to the extent that
          its non-compliance would not have a material and adverse effect on
          Dillard's ability to perform its obligations hereunder; and (iii)
          has all necessary licenses, permits, consents or approvals from or
          by, and has made all necessary notices to, all governmental
          authorities having jurisdiction, to the extent required for
          Dillard's current ownership, lease or conduct and operation, except
          to the extent that the failure to obtain such licenses, permits,
          consents or approvals or to provide such notices would not have a
          material and adverse effect on Dillard's ability to perform its
          obligations required hereunder.

     (b)  Capacity; Authorization; Validity. Dillard's has all necessary
          corporate power and authority to (i) execute and enter into this
          Agreement, and (ii) perform the obligations required of Dillard's
          hereunder and the other documents, instruments

                                      39
<PAGE>

          and agreements relating to the Program and this Agreement executed
          by Dillard's pursuant hereto. The execution and delivery by
          Dillard's of this Agreement and all documents, instruments and
          agreements executed and delivered by Dillard's pursuant hereto, and
          the consummation by Dillard's of the transactions specified herein
          have been duly and validly authorized and approved by all necessary
          corporate action of Dillard's. This Agreement (i) has been duly
          executed and delivered by Dillard's, (ii) constitutes the valid and
          legally binding obligation of Dillard's, and (iii) is enforceable in
          accordance with its terms (subject to applicable bankruptcy,
          insolvency, reorganization, receivership or other laws affecting the
          rights of creditors generally and by general equity principles
          including, without limitation, those respecting the availability of
          specific performance).

     (c)  Conflicts; Defaults; Etc. The execution, delivery and performance of
          this Agreement by Dillard's, its compliance with the terms hereof,
          and its consummation of the transactions specified herein will not
          (i) conflict with, violate, result in the breach of, constitute an
          event which would, or with the lapse of time or action by a third
          party or both would, result in a default under, or accelerate the
          performance required by, the terms of any material contract,
          instrument or agreement to which Dillard's is a party or by which it
          is bound, or by which Dillard's assets are bound, except for
          conflicts, breaches and defaults which would not have a material and
          adverse effect upon Dillard's ability to perform its obligations
          under this Agreement; (ii) conflict with or violate the articles of
          incorporation or by-laws, or any other equivalent organizational
          document(s), of Dillard's; (iii) violate any Applicable Law or
          conflict with, or require any consent or approval under any
          judgment, order, writ, decree, permit or license, to which Dillard's
          is a party or by which it is bound or affected, except to the extent
          that such violation or the failure to obtain such consent or
          approval would not have a material and adverse effect upon Dillard's
          ability to perform its obligations under this Agreement; (iv)
          require the consent or approval of any other party to any contract,
          instrument or commitment to which Dillard's is a party or by which
          it is bound; or (v) require any filing with, notice to, consent or
          approval of, or any other action to be taken with respect to, any
          regulatory authority.

     (d)  Solvency. Dillard's is solvent.

     (e)  No Default. Neither Dillard's nor, to the best of its Knowledge, its
          Affiliates are in default with respect to any contract, agreement,
          lease, or other instrument to which it is a party or by which it is
          bound, except for defaults which would not have a material and
          adverse effect upon Dillard's ability to perform its obligations
          under this Agreement, nor has Dillard's received any notice of
          default under any contract, agreement, lease or other instrument
          which default or notice of default would materially and adversely
          affect the performance by Dillard's of its obligations under this
          Agreement. No Dillard's Event of Default has occurred and is
          continuing.

                                      40
<PAGE>

     (f)  Books and Records. All of Dillard's and, to the best of its
          Knowledge, its Affiliates' records, files and books of account
          relating to the Program, including but not limited to, records
          provided to the Bank regarding Dillard's Account activities, are in
          all material respects complete and correct and are maintained in
          accordance with Applicable Law.

     (g)  No Litigation. No action, claim or any litigation, proceeding,
          arbitration, investigation or controversy is pending or, to the best
          of Dillard's Knowledge, threatened against Dillard's or its
          Affiliates other than Dillard National Bank, at law, in equity or
          otherwise, before any court, board, commission, agency or
          instrumentality of any federal, state, or local government or of any
          agency or subdivision thereof or before any arbitrator or panel of
          arbitrators, to which Dillard's is a party, which, if adversely
          determined, would have a material and adverse effect on Dillard's
          ability to perform its obligations under this Agreement nor, to the
          best of Dillard's Knowledge, do facts exist which might give rise to
          any such proceedings with respect to Dillard's or its Affiliates
          other than Dillard National Bank. Except as otherwise disclosed in
          the Purchase Agreement, Dillard's, further, is not the subject of
          (i) any action by a regulatory authority, or (ii) any agreement,
          orders or directives with any regulatory authority with respect to
          its operations that would have a material and adverse effect on
          Dillard's ability to perform its obligations under this Agreement
          nor, to the best of Dillard's Knowledge, do facts exist which might
          give rise to any such circumstances.

     (h)  Dillard's Licensed Marks. Dillard's is the owner of the Dillard's
          Licensed Marks and Dillard's has the right, power and authority to
          license to Bank and authorized designees the use of the Dillard's
          Licensed Marks in connection with the Program and the use of the
          Dillard's Licensed Marks by said licensees in a manner approved (or
          deemed approved) by Dillard's shall not (i) violate any Applicable
          Law or (ii) infringe upon the right(s) of any third party.

9.2  General Representations and Warranties of Bank.

     To induce Dillard's to enter into this Agreement and participate in the
Program, Bank makes the following representations and warranties to Dillard's,
each and all of which shall survive the execution and delivery of this
Agreement, and each and all of which shall be deemed to be restated and remade
with the same force and effect on each day of the Term.

     (a)  Corporate Existence. Bank (i) is a banking corporation duly
          organized, validly existing, and in good standing under the laws of
          the United States with its home office as indicated in the first
          paragraph of this Agreement; (ii) is duly licensed or qualified to
          do business as a banking corporation and is in good standing as a
          foreign corporation in all jurisdictions in which the nature of the
          activities conducted or proposed to be conducted by it or the
          character of the assets owned or leased by it makes such licensing
          or qualification necessary to perform its obligations hereunder
          except to the extent that its non-compliance would not have a
          material and adverse effect on Bank, the Program, the Accounts,
          Cardholder Indebtedness or Bank's ability to perform its obligations
          hereunder; and has all

                                      41
<PAGE>

          necessary licenses, permits, consents, or approvals from or by, and
          has made all necessary notices to, all governmental authorities
          having jurisdiction, to the extent required for Bank's current
          ownership, lease or conduct and operation, except to the extent that
          the failure to obtain such licenses, permits, consents, approvals or
          to provide such notices would not have a material and adverse effect
          on Bank, the Program, the Accounts, Cardholder Indebtedness or
          Bank's ability to perform its obligations under this Agreement.

     (b)  Capacity; Authorization; Validity. Bank has all necessary power and
          authority to (i) execute and enter into this Agreement, and (ii)
          perform all of the obligations required of Bank hereunder and the
          other documents, instruments and agreements relating to the Program
          and this Agreement executed by Bank pursuant hereto. The execution
          and delivery by Bank of this Agreement and all documents,
          instruments and agreements executed and delivered by Bank pursuant
          hereto, and the consummation by Bank of the transactions specified
          herein, have been duly and validly authorized and approved by all
          necessary corporate action of Bank. This Agreement (i) has been duly
          executed and delivered by Bank, (ii) constitutes the valid and
          legally binding obligations of Bank, and (iii) is enforceable in
          accordance with its respective terms (subject to applicable
          bankruptcy, insolvency, reorganization, receivership or other laws
          affecting the rights of creditors generally and financial
          institutions in particular and by general equity principles
          including, without limitation, those respecting the availability of
          specific performance).

     (c)  Conflicts; Defaults; Etc. The execution, delivery and performance of
          this Agreement by Bank, its compliance with the terms hereof, and
          the consummation of the transactions specified herein will not (i)
          conflict with, violate, result in the breach of, constitute an event
          which would, or with the lapse of time or action by a third party or
          both would, result in a default under, or accelerate the performance
          required by, the terms of any material contract, instrument or
          agreement to which Bank is a party or by which it is bound, except
          for conflicts, breaches and defaults which would not have a material
          and adverse effect upon Bank, the Program, the Accounts, Cardholder
          Indebtedness or Bank's ability to perform its obligations under this
          Agreement; (ii) conflict with or violate the articles of
          incorporation or by-laws, or any other equivalent organizational
          document(s) of Bank; (iii) violate any Applicable Law or conflict
          with, or require any consent or approval under any judgment, order,
          writ, decree, permit or license, to which Bank is a party or by
          which it is bound or affected, except to the extent that such
          violation or the failure to obtain such consent or approval would
          not have a material and adverse effect upon Bank, the Program, the
          Accounts, the Cardholder Indebtedness or Bank's ability to perform
          its obligations under this Agreement; (iv) require the consent or
          approval of any other party to any contract, instrument or
          commitment to which Bank is a party or by which it is bound; or (v)
          require any filing with, notice to, consent or approval of, or any
          other action to be taken with respect to, any regulatory authority.

     (d)  Solvency. Bank is solvent.

                                      42
<PAGE>

     (e)  No Default. Neither Bank nor, to the best of its Knowledge, its
          Affiliates are in default with respect to any contract, agreement,
          lease, or other instrument to which it is a party or by which it is
          bound, except for defaults which would not have a material and
          adverse effect upon Bank, the Program, the Accounts, Cardholder
          Indebtedness or Bank's ability to perform its obligations under this
          Agreement, nor has Bank received any notice of default under any
          such contract, agreement, lease or other instrument which default or
          notice of default would materially and adversely affect the
          performance by Bank of its obligations under this Agreement. No Bank
          Event of Default has occurred and is continuing.

     (f)  Books and Records. All of Bank's and, to the best of its Knowledge,
          its Affiliates' records, files and books of account relating to the
          Program are in all material respects complete and correct and are
          maintained in accordance with Applicable Law.

     (g)  No Litigation. No action, claim, or any litigation, proceeding,
          arbitration, investigation or controversy is pending or, to the best
          of Bank's Knowledge, threatened against Bank or its Affiliates, at
          law, in equity or otherwise, before any court, board, commission,
          agency or instrumentality of any federal, state, or local government
          or of any agency or subdivision thereof or before any arbitrator or
          panel of arbitrators, to which Bank is a party, which, if adversely
          determined, would have a material and adverse effect on Bank, the
          Program, the Accounts, Cardholder Indebtedness or Bank's ability to
          perform its obligations under this Agreement, nor, to the best of
          Bank's Knowledge, do facts exist which might give rise to any such
          proceedings. Bank, further, is not the subject of (i) any action by
          a regulatory authority, or (ii) any agreement, orders or directives
          with any regulatory authority with respect to its operations
          affecting the Accounts, Cardholder Indebtedness and the Program, any
          other aspect of Bank's business that relates to the Program or the
          ability of Bank to consummate the transactions specified herein,
          which, in either case, if adversely determined or enforced, would
          have a material and adverse effect on Bank, the Program, the
          Accounts, Cardholder Indebtedness or Bank's ability to perform its
          obligations under this Agreement, nor, to the best of Bank's
          Knowledge, do facts exist which might give rise to any such
          circumstances.

     (h)  FDIC Insurance. Bank is FDIC-insured, and to the best of Bank's
          Knowledge, no proceeding is contemplated to revoke such insurance.

     (i)  The Bank Licensed Marks. Bank is the owner of the Bank Licensed
          Marks and has the right, power and authority to license to Dillard's
          the use of the Bank Licensed Marks in connection with the Program
          and the use of the Bank Licensed Marks by Dillard's in a manner
          approved (or deemed approved) by Bank shall not (i) violate any
          Applicable Law or (ii) infringe upon the right(s) of any third
          party.

                                      43
<PAGE>

9.3  General Covenants of Dillard's.

     Dillard's makes the following covenants to Bank, each and all of which
shall survive the execution and delivery of this Agreement:

     (a)  Maintenance of Existence and Conduct of Business. Dillard's shall
          preserve and keep in full force and effect its corporate existence
          and remain primarily in the retail business, other than in the event
          of a Change in Control, merger or consolidation in which Dillard's
          is not the surviving entity.

     (b)  Litigation. Dillard's promptly shall notify Bank in writing if it
          receives written notice of any litigation that, if adversely
          determined, would have a material and adverse effect on the Program,
          the Accounts in the aggregate or Dillard's ability to perform its
          obligations hereunder.

     (c)  Enforcement of Rights. Except as otherwise specified herein,
          Dillard's shall enforce its rights against third parties to the
          extent that a failure to enforce such rights could reasonably be
          expected to materially and adversely affect the Program, Accounts in
          the aggregate or Dillard's ability to perform its obligations
          hereunder. Dillard's shall not enter into any agreement which, at
          the time such agreement is executed, could reasonably be expected to
          have a material and adverse effect on the Program, the Accounts in
          the aggregate or Dillard's ability to perform its obligations
          hereunder.

     (d)  Reports and Notices. Dillard's will provide Bank with a telephonic
          or telefacsimile notice specifying the nature of any Event of
          Default where Dillard's is the defaulting party or Dillard's Event
          of Default, or any event which, with the giving of notice or passage
          of time or both, would constitute a Dillard's Event of Default or
          any Event of Default where Dillard's is the defaulting party or any
          development or other information which is likely to have a material
          and adverse effect on the Program, the Accounts in the aggregate or
          Dillard's ability to perform its obligations pursuant to this
          Agreement. Notices pursuant to this Section 9.3(d) relating to
          Dillard's Events of Default or any Event of Default where Dillard's
          is the defaulting party shall be provided within two (2) Business
          Days after Dillard's has Knowledge of the existence of such default.
          Notices relating to all other events or developments described in
          this Section 9.3(d) shall be provided (i) within two (2) Business
          Days after Dillard's becomes aware of the existence of such event or
          development if such event or development has already occurred, and
          (ii) with respect to events or developments that have yet to occur,
          as early as reasonably practicable under the circumstances. Any
          notice provided under this section shall be confirmed in writing to
          Dillard's within five (5) Business Days after the transmission of
          the initial notice.

     (e)  Applicable Law/Operating Procedures. Dillard's shall at all times
          during the Term of this Agreement comply in all material respects
          with Applicable Law affecting obligations under this Agreement and
          the Operating Procedures.

                                      44
<PAGE>

     (f)  Disputes with Cardholders. Dillard's shall cooperate with Bank in a
          timely manner (but in no event less promptly than required by
          Applicable Law) to resolve all disputes with Cardholders.

     (g)  Books and Records. Dillard's shall keep adequate records and books
          of account supporting Charge Transaction Data and reflecting all of
          Dillard's other financial transactions relating to the Program.

9.4  General Covenants of Bank.

     Bank makes the following covenants to Dillard's, each and all of which
shall survive the execution and delivery of this Agreement:

     (a)  Maintenance of Existence and Conduct of Business. Bank shall
          preserve and keep in full force and effect its corporate existence
          and remain primarily in substantially the same line(s) of business
          (i.e., banking) in which it was engaged on the Effective Date, other
          than in the event of a Change in Control, merger or consolidation in
          which Bank is not the surviving entity.

     (b)  Litigation. Bank promptly shall notify Dillard's in writing if it
          receives written notice of any litigation that, if adversely
          determined, would have a material and adverse effect on the Program,
          the Accounts in the aggregate or Bank's ability to perform its
          obligations hereunder.

     (c)  Enforcement of Rights. Except as otherwise specified herein, Bank
          shall enforce its rights against third parties to the extent that a
          failure to enforce such rights could reasonably be expected to
          materially and adversely affect the Program, Dillard's or Bank's
          ability to perform its obligations hereunder. Bank shall not enter
          into any agreement which, at the time such agreement is executed,
          could reasonably be expected to have a material and adverse effect
          on Dillard's, the Program or Bank's ability to perform its
          obligations hereunder.

     (d)  Reports and Notices. Bank will provide Dillard's with a telephonic
          or telefacsimile notice specifying the nature of any Event or
          Default where Bank is defaulting party or any Bank Event of Default,
          or any event which, with the giving of notice or passage of time or
          both, would constitute a Bank Event of Default or any Event of
          Default where Bank is the defaulting party, or any development or
          other information which is likely to have a material and adverse
          effect on the Program, the Accounts in the aggregate or Bank's
          ability to perform its obligations pursuant to this Agreement.
          Notice pursuant to this Section 9.4(d) relating to Bank Events of
          Default or any Event of Default where Bank is the defaulting party
          shall be provided within two (2) Business Days after Bank becomes
          aware of the existence of such default. Notices relating to all
          other events or developments described in this Section 9.4(d) shall
          be provided (i) within two (2) Business Days after Bank becomes
          aware of the existence of such event or development if such event or
          development has already occurred, and (ii) with respect to events or
          developments that have yet to occur, as early as

                                      45
<PAGE>

          reasonably practicable under the circumstances. Any notice produced
          under this section shall be confirmed in writing to Bank within five
          (5) Business Days after transmission of the initial notice.

     (e)  Applicable Law/Operating Procedures. Bank shall at all times during
          the Term comply in all material respects with Applicable Law and the
          Operating Procedures. Bank shall at all times during the Term
          maintain its bank charter and FDIC insurance.

     (f)  Books and Records. Bank shall keep adequate records and books of
          account with respect to the Accounts and Cardholder Indebtedness in
          which proper entries, reflecting all of Bank's financial
          transactions relating to the Program, are made in accordance with
          GAAP. Bank shall keep adequate records and books of account with
          respect to its activities, in which proper entries reflecting all of
          Bank's financial transactions are made in accordance with GAAP. All
          of Bank's records, files and books of account shall be in all
          material respects complete and correct and shall be maintained in
          accordance with good business practice and Applicable Law.

9.5  Financial Covenants; Financial Statements.

     (a)  If General Electric Capital Corporation does not have at least an A
          rating from two nationally recognized statistical rating
          organizations, Bank shall promptly notify Dillard's. If Dillard's
          does not receive reasonable financial assurances in Dillard's
          reasonable judgment from General Electric Capital Corporation or
          Bank of the ability of Bank to perform its obligations under this
          Agreement, Dillard's may terminate this Agreement, in which event
          the parties shall have the rights set forth in Article 14 and, if
          Dillard's determines to purchase the Program Assets, the purchase
          price shall be as stated in Section 14.2(d)(i).

     (b)  If at any time during the term of this Agreement Dillard's or
          General Electric Company does not file periodic reports on a timely
          basis with the Securities and Exchange Commission ("SEC"):

          (i)  Dillard's or Bank (as appropriate based on the party not
               filing) will provide to the other (i) its audited annual
               financial statements within 90 days of the end of the fiscal
               year, and (ii) its unaudited quarterly financial statements
               within 60 days of the end of the fiscal quarter. Such
               statements shall include the consolidated balance sheet, income
               statement and statement of cash flows and financial position,
               accompanied by the certification on behalf of such entity by
               its chief financial officer that such financial statements were
               prepared in accordance with GAAP applied on a consistent basis
               (except for normal year end adjustments and the absence of
               footnotes on the quarterly statements) and present fairly the
               consolidated financial position of such entity as of the end of
               such calendar period and the results of its operations.

                                      46
<PAGE>

          (ii) Dillard's or Bank (as appropriate based on the party not
               filing) shall make its chief financial officer, or a
               knowledgeable designee, available to discuss such party's
               financial results with a representative of the other party.
               Such party shall provide the other party copies of all
               compliance certificates delivered to its lenders under its
               credit facilities, if any.

                                  ARTICLE 10

                                 AUDIT/ACCESS

10.1 Audit/Access Rights.

     Twice per year or at any time that a party disputes the amount of any
monies owed by either party to the other hereunder, such party, at its sole
cost and expense and upon two (2) days' prior notice to the other party, may
conduct an audit of those of the other party's financial and operational
records that are under the control and/or direction of the other party and
relate to the Program or can be reasonably segregated. Such audit shall be
conducted during normal business hours in accordance with generally accepted
auditing standards and the auditing party shall employ such reasonable
procedures and methods as necessary and appropriate in the circumstances,
minimizing interference with the audited party's normal business operations.
The audited party shall use reasonable commercial efforts to facilitate the
auditing party's review, including making reasonably available such personnel
of the audited party to assist the auditing party as reasonably requested. The
audited party shall deliver any document or instrument necessary for the
auditing party to obtain such records from any Person maintaining records for
the audited party and shall maintain records pursuant to its regular record
retention policies. For purposes of this provision, the audited party also
shall be required to provide records relating to the Program held by Persons
performing services in connection with the Program at the auditing party's
request. Notwithstanding the generality of the foregoing, however, a party
shall not be required to provide access to records to the extent that (a) such
access is prohibited by Applicable Law, (b) such records are legally
privileged, (c) such records are company planning documents of such party or
any of its Affiliates, operating budgets, management reviews or employee
records, and (d) such records relate to other customers or operations of such
party other than the Program or to personnel records not normally disclosed in
connection with audits.

10.2 Dispute Resolution.

     The parties agree to attempt in good faith to resolve any disputes
arising in connection with the payments made or demanded by the parties under
this Agreement excluding Article 14 hereof. In the event the parties are
unable to resolve any such dispute, either party may request a nationally
recognized firm of independent accountants mutually agreeable to the parties
(the "Accountants") to reconcile any amounts in dispute. Any such request
shall be in writing and shall specify with particularity the disputed amounts
being submitted for determination. Each party agrees to promptly and in good
faith take all necessary action to designate the Accountants no later than ten
(10) Business Days after a request that such a designation be made. The
parties shall cooperate fully in assisting the Accountants in their review,
including, without limitation, by providing the Accountants full access to all
files, books and records relevant thereto and

                                      47
<PAGE>

providing such other information as the Accountants may reasonably request in
connection with any such review. In the event the determination made by the
Accountants requires either party to make payment to the other of any
additional amount, such party shall (i) make such payment no later than five
(5) Business Days following receipt from the Accountants of written notice to
both parties of such determination plus interest at the Federal Funds Rate on
any amount due computed from and including the date such amount should have
been paid through and excluding the date of payment; and (ii) shall pay (A)
the fees and disbursements of such Accountants arising out of such reviews,
and (B) the prevailing party's audit expenses, if any. The determination of
the Accountants shall be final and binding on the parties subject to the
correction of obvious errors.

                                  ARTICLE 11

                                CONFIDENTIALITY

11.1 General Confidentiality.

     (a)  For purposes of this Agreement, "Confidential Information" means any
          and all of the following: (i) information that is provided by or on
          behalf of either Dillard's or Bank to the other party or its agents
          in connection with the Program; (ii) information about Dillard's or
          Bank or their Affiliates, or their respective businesses or
          employees, that is otherwise obtained by the other party in
          connection with the Program, in each case including, without
          limitation: (A) information concerning marketing plans, objectives
          and financial results; (B) information regarding business systems,
          methods, processes, financing data, programs and products; (C)
          information unrelated to the Program obtained by Dillard's or Bank
          in connection with this Agreement, including, without limitation, by
          accessing or being present at the business location of the other
          party; and (D) proprietary technical information, including source
          codes; (iii) the terms and conditions of this Agreement; or (iv) the
          Marketing Plan. Confidential Information shall not include
          Cardholder Data, the Qualified Dillard's Customer List or Dillard's
          Shopper Data.

     (b)  The restrictions on disclosure of Confidential Information under
          this Article 11 shall not apply to, with respect to Dillard's or
          Bank, information that: (i) is already rightfully known to such
          party at the time it obtains Confidential Information from the other
          party; (ii) is or becomes generally available to the public other
          than as a result of disclosure in breach of this Agreement or any
          other confidentiality obligations; (iii) is lawfully received on a
          non-confidential basis from a third party authorized to disclose
          such information without restriction and without breach of this
          Agreement; (iv) is contained in, or is capable of being discovered
          through examination of publicly available records or products; (v)
          is required to be disclosed by Applicable Law (provided that the
          party subject to such Applicable Law shall notify the other party of
          any such use or requirement prior to disclosure of any Confidential
          Information obtained from the other party in order to afford such
          other party an opportunity to seek a protective order to

                                      48
<PAGE>

          prevent or limit disclosure of the Confidential Information to third
          parties and shall disclose Confidential Information of the other
          party only to the extent required by such Applicable Law); or (vi)
          is developed by Dillard's or Bank without the use of any
          proprietary, non-public information provided by the other party
          under this Agreement. Nothing herein shall be construed to permit
          the Receiving Party (as defined below) to disclose to any third
          party any Confidential Information that the Receiving Party is
          required to keep confidential under Applicable Law.

     (c)  The terms and conditions of this Agreement shall be the Confidential
          Information of both Dillard's and Bank. The Marketing Plan shall be
          the Confidential Information of both Dillard's and Bank.

     (d)  If Dillard's or Bank receive Confidential Information of the other
          Party ("Receiving Party"), the Receiving Party shall do the
          following with respect to the Confidential Information of the other
          party ("Disclosing Party"): (i) keep the Confidential Information of
          the Disclosing Party secure and confidential; (ii) treat all
          Confidential Information of the Disclosing Party with the same
          degree of care as it accords its own Confidential Information, but
          in no event less than a reasonable degree of care; and (iii)
          implement and maintain commercially reasonable physical, electronic,
          administrative and procedural security measures, including
          commercially reasonable authentication, access controls, virus
          protection and intrusion detection practices and procedures. For
          purposes of this subsection, both parties shall be considered the
          Receiving Party of Confidential Information comprised of the terms
          and/or conditions of this Agreement and the Marketing Plan.

     (e)  Upon reasonable request, Dillard's and Bank each shall have the
          right to review the other party's information security standards and
          shall notify the other party prior to materially modifying such
          procedures.

11.2 Use and Disclosure of Confidential Information

     (a)  Each Receiving Party shall use and disclose the Confidential
          Information of the Disclosing Party only for the purpose of
          performing its obligations or enforcing its rights with respect to
          the Program or as otherwise expressly permitted by this Agreement,
          and shall not accumulate in any way or make use of such Confidential
          Information for any other purpose.

     (b)  Each Receiving Party shall: (i) limit access to the Disclosing
          Party's Confidential Information to those employees, authorized
          agents, vendors, consultants, service providers and subcontractors
          who have a reasonable need to access such Confidential Information
          in connection with the Program; and (ii) ensure that any Person with
          access to the Disclosing Party's Confidential Information agrees to
          be bound by the provisions of this Article 11 and maintains the
          existence of this Agreement and the nature of their obligations
          hereunder strictly confidential.

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<PAGE>

11.3 Unauthorized Use or Disclosure of Confidential Information

     Each Receiving Party agrees that any unauthorized use or disclosure of
Confidential Information of the Disclosing Party might cause immediate and
irreparable harm to the Disclosing Party for which money damages might not
constitute an adequate remedy. In that event, the Receiving Party agrees that
injunctive relief may be warranted in addition to any other remedies the
Disclosing Party may have. In addition, the Receiving Party agrees promptly to
advise the Disclosing Party by telephone and in writing via facsimile of any
security breach that may have compromised any Confidential Information, of any
unauthorized misappropriation, disclosure or use by any person of the
Confidential Information of the Disclosing Party which may come to its
attention and to take all steps at its own expense reasonably requested by the
Disclosing Party to limit, stop or otherwise remedy such misappropriation,
disclosure or use.

11.4 Return or Destruction of Confidential Information

     Upon the termination or expiration of this Agreement, the Receiving Party
shall comply with the Disclosing Party's reasonable instructions regarding the
disposition of the Disclosing Party's Confidential Information, which may
include return of any and all of the Disclosing Party's Confidential
Information (including any electronic or paper copies, reproductions, extracts
or summaries thereof); provided, however: the Receiving Party in possession of
tangible property containing the Disclosing Party's Confidential Information
may retain one archived copy of such material, subject to the terms of this
Agreement, which may be used solely for regulatory purposes and may not be
used for any other purpose. Such compliance shall be certified in writing,
including a statement that no copies of Confidential Information have been
kept, except as necessary for regulatory purposes.

                                  ARTICLE 12

                    EVENTS OF DEFAULT; RIGHTS AND REMEDIES

12.1 Events of Default.

     The occurrence of any one or more of the following events (regardless of
the reason therefor) shall constitute an Event of Default hereunder:

     (a)  A party shall fail to make a payment of any material amount due and
          payable pursuant to this Agreement and such failure shall remain
          unremedied for a period of five (5) Business Days after the
          non-defaulting party shall have given written notice thereof, unless
          such failure to pay is the subject of a dispute resolution under
          Section 10.2, in which case, the five (5) Business Day period shall
          commence upon receipt of the written notice from the Accountants.

     (b)  A party shall fail to perform, satisfy or comply with any
          obligation, condition, covenant or other provision contained in this
          Agreement (other than failure to comply with any service level
          standard set forth in Schedule 5.2), and (i) such failure shall
          remain unremedied for a period of thirty (30) days after the other
          party shall have given written notice thereof or, if the same cannot
          be cured in a

                                      50
<PAGE>

          commercially reasonable manner within such time, the same shall not
          constitute an Event of Default if the party shall have initiated and
          diligently pursued a cure within such time and such cure is
          completed within ninety (90) days from the date of written notice
          regarding such failure, and (ii) such failure shall either have a
          material and adverse effect on the Program or the Bank's or
          Dillard's Licensed Marks, or materially diminish the economic value
          of the Program to the other party.

     (c)  Any representation or warranty contained in this Agreement shall not
          be true and correct in any respect as of the date when made or
          reaffirmed, and (i) the party making such representation or warranty
          shall fail to cure the event giving rise to such breach within
          thirty (30) days after the other party shall have given written
          notice thereof or, if the same cannot be cured in a commercially
          reasonable manner within such time, the same shall not constitute an
          Event of Default if the party shall have initiated a cure within
          such time and such cure shall be completed within ninety (90) days
          from the date of written notice regarding such breach, and (ii) such
          failure shall either have a material and adverse effect on the
          Program or materially diminish the economic value of the Program to
          the other party.

12.2 Defaults by Bank.

     The occurrence of any one or more of the following events (regardless of
the reason therefore) shall constitute an event of default by Bank hereunder:

     (a)  Bank fails to settle Charge Transaction Data in full when due and
          the failure continues for two (2) Business Days after receipt of
          notice by Bank from Dillard's (which notice may be by fax with a
          confirmation call) that such settlement payment was not received.

     (b)  Bank shall no longer be solvent or shall fail generally to pay its
          debts as they become due or there shall be a substantial cessation
          of Bank's regular course of business.

     (c)  The Federal Deposit Insurance Corporation or any other regulatory
          authority having jurisdiction over Bank shall order the appointment
          of a custodian, receiver, liquidator, assignee, trustee or
          sequestrator (or similar official) of Bank or of any substantial
          part of its properties, or order the winding-up or liquidation of
          the affairs of Bank, and such order shall not be vacated,
          discharged, stayed or bonded within sixty (60) days from the date of
          entry thereof.

     (d)  Bank shall (i) consent to the institution of proceedings specified
          in paragraph (c) above or to the appointment of or taking possession
          by a custodian, receiver, liquidator, assignee, trustee or
          sequestrator (or similar official) of Bank of any substantial part
          of its properties, or (ii) take corporate action in furtherance of
          any such action.

     (e)  Bank shall fail to meet one or more SLAs expressly giving rise to
          the right to terminate hereunder in accordance with Section 5.5 and
          Schedule 5.2.

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<PAGE>

12.3 Defaults by Dillard's.

     The occurrence of any one or more of the following events (regardless of
the reason therefor) shall constitute an event of default by Dillard's
hereunder:

     (a)  Dillard's fails to report In-Store Payments within two (2) Business
          Days after receipt thereof and the failure continues for two (2)
          Business Days after receipt of notice by Dillard's from Bank (which
          notice may be by fax with a confirmation call) that such report was
          not received.

     (b)  Dillard's shall no longer be solvent or shall fail generally to pay
          its debts as such debts become due or there shall be a substantial
          cessation of Dillard's regular course of business.

     (c)  A petition under the U.S. Bankruptcy Code or similar law shall be
          filed against Dillard's or any of its Affiliates and not be
          dismissed within sixty (60) days.

     (d)  A decree or order by a court having jurisdiction (i) for relief in
          respect of Dillard's pursuant to the Bankruptcy Code or any other
          applicable bankruptcy or other similar law, (ii) for appointment of
          a custodian, receiver, liquidator, assignee, trustee, or
          sequestrator (or similar official) of Dillard's or of any
          substantial part of its properties, or (iii) ordering the winding-up
          or liquidation of the affairs of Dillard's shall be entered, and
          shall not be vacated, discharged, stayed or bonded within sixty (60)
          days from the date of entry thereof.

     (e)  Dillard's shall (i) file a petition seeking relief pursuant to the
          Bankruptcy Code or any other applicable bankruptcy or other similar
          law, (ii) consent to the institution of proceedings pursuant thereto
          or to the filing of any such petition or to the appointment of or
          taking possession by a custodian, receiver, liquidator, assignee,
          trustee or sequestrator (or similar official) of Dillard's or any
          substantial part of its properties, or (iii) take corporate action
          in furtherance of any such action.

12.4 Remedies for Events of Default.

     In addition to any other rights or remedies available to the parties at
law or in equity, the following remedies shall be available:

     (a)  Upon the occurrence of an Event of Default pursuant to Section 12.1,
          the non-defaulting party shall be entitled, in addition to its
          remedies under Sections 12.4(b) and (c) (as appropriate), to collect
          any amount indisputably in default plus interest based on the
          Federal Funds Rate and calculated on a three hundred and sixty (360)
          day year basis.

     (b)  Within one hundred and eighty (180) days after the occurrence of an
          Event of Default where Bank is a defaulting party or a Bank Event of
          Default, Dillard's may terminate this Agreement upon written notice
          in accordance with Article 13 hereof.

                                      52
<PAGE>

     (c)  Within one hundred and eighty (180) days after the occurrence of an
          Event of Default where Dillard's is the defaulting party or of a
          Dillard's Event of Default, Bank may, at Bank's option, terminate
          this Agreement upon written notice to Dillard's in accordance with
          Article 13 hereof, and recover the unamortized portion of the
          premium paid pursuant to the Purchase Agreement.

                                  ARTICLE 13

                               TERM/TERMINATION

13.1 Term.

     This Agreement shall continue in full force and effect for ten (10) years
from the Effective Date (the "Initial Term"). The Agreement shall renew
automatically without further action of the parties for successive one (1)
year terms (each a "Renewal Term") unless either party provides written notice
of termination at least six (6) months prior to the expiration of the Initial
Term or current Renewal Term, as the case may be.

13.2 Termination by Dillard's Prior to the End of the Initial Term or a
     Renewal Term.

     Dillard's may terminate this Agreement upon written notice prior to the
end of the Initial Term or any Renewal Term:

     (a)  within one hundred and eighty (180) days after the occurrence of a
          Bank Event of Default or any other Event of Default where Bank is
          the defaulting party.

     (b)  upon thirty (30) days written notice if there is (i) a Change in
          Control of Bank, (ii) a merger or consolidation of Bank, and Bank or
          an Affiliate of Bank is not the surviving entity, or (iii) a sale of
          all or substantially all of the assets of Bank to any entity other
          than an Affiliate of Bank.

     (c)  upon thirty (30) days written notice if any of the events in
          Schedule 13.2(c) occur.

13.3 Termination by Bank Prior to the End of the Initial Term or Renewal Term.

     Bank may terminate this Agreement prior to the end of the Initial Term or
any Renewal Term within one hundred and eighty (180) days after the occurrence
of a Dillard's Event of Default or any other Event of Default where Dillard's
is the defaulting party.

                                  ARTICLE 14

                            EFFECTS OF TERMINATION

                                      53
<PAGE>

14.1 General Effects.

     (a)  All solicitations, marketing and advertising of the Program, other
          than acceptance of applications through Dillard's Channels in the
          ordinary course of business consistent with past practice, shall
          cease upon notice of termination of this Agreement by either party,
          except as the parties may mutually agree, provided that the parties
          will continue to operate the Program and service the Accounts in
          good faith and in the ordinary course of their respective
          businesses, subject to the terms of this Agreement, until the
          provisions of Sections 14.2, 14.3 and 14.4 are satisfied. Parties
          will cooperate to ensure the orderly wind-down or transfer of the
          Program.

     (b)  Upon any termination of this Agreement, the parties shall have any
          rights or remedies available to such party under this Agreement or
          in law or at equity. Upon the satisfaction of the provisions of
          Section 14.2, 14.3 and 14.4, all obligations of the parties under
          this Agreement shall cease, except that the provisions specified in
          Section 16.23 shall survive.

14.2 Dillard's Option to Purchase the Program Assets.

     (a)  If this Agreement expires or is terminated by either party for
          whatever reason, Dillard's has the option to purchase from, or
          arrange the purchase by a third party nominated by Dillard's or
          otherwise selected in accordance with Section 14.3 hereof (a
          "Nominated Purchaser") from, Bank the Program Assets (including all
          relevant Account Documentation, account information and history and
          other data reasonably necessary to enable continuing operation and
          management of the Accounts) on such terms and conditions reasonably
          acceptable to Dillard's (or a Nominated Purchaser) and Bank,
          including commercially reasonable representations and warranties.

     (b)  The purchase option given by Section 14.2(a) is exercisable by
          Dillard's or the Nominated Purchaser serving notice on Bank within
          sixty (60) days after receipt of the master file to be provided
          pursuant to Section 14.2(e).

     (c)  If such purchase option is exercised, Dillard's or the Nominated
          Purchaser must complete the purchase of the Program Assets within
          one hundred eighty (180) days after the notice has been given
          pursuant to Section 14.2(b); provided, however, that such times may
          be extended for required regulatory approvals, rating agency
          consents, and to complete any interim servicing obligation agreed to
          by Dillard's and the Bank. The date of such completion shall be the
          "Program Purchase Date."

     (d)  The purchase price for the Program Assets shall be as set forth in
          Schedule 14.2(d)-2.

     (e)  The Parties will use reasonable commercial efforts to minimize
          transaction costs and Bank will provide Dillard's and its Nominated
          Purchasers reasonable access to the records and accounts relating to
          the Program Assets for the purpose of

                                      54
<PAGE>

          conducting due diligence investigations to determine whether they
          wish to purchase the Program Assets and shall provide a master file
          of the Accounts; provided, however, that Bank will be entitled to
          require Dillard's and any Nominated Purchaser to enter into
          confidentiality arrangements reasonably acceptable to the Bank
          before providing them with such access, and such access will be on
          terms reasonably specified by Bank.

14.3 Determination of Fair Market Value.

     In the event that this Agreement terminates and, if Dillard's notifies
Bank that it shall purchase the Program Assets, Bank and Dillard's (or its
Nominated Purchaser) shall attempt to mutually determine the fair market value
of the Program Assets, based on the assumption that Dillard's (or its
successor) will continue to be a going concern as a retailer and will continue
to provide support for the Program ("Fair Market Value"). If the parties
cannot reach such agreement, each party shall nominate an investment banker
who together shall select a third investment banker to value the Program
Assets. In such case, the Fair Market Value shall be the average of the two
closest valuations provided by the investment bankers; provided, however, if
the median valuation is within plus or minus twenty (20) percent of the mean
of the three valuations, the Fair Market Value shall be the mean. Dillard's
may in its sole discretion select any purchaser to purchase the Program
Assets, provided that the Bank shall receive an amount equal to the purchase
price as determined above.

14.4 Rights of Bank if Purchase Option not Exercised.

     (a)  If this Agreement is terminated and Dillard's does not give written
          notice that it will exercise its option referred to in Section 14.2,
          Dillard's shall have no further rights whatsoever in the Program
          Assets, provided that Bank shall have given Dillard's ten (10) days
          advance written notice of the expiration of the repurchase option
          period. Bank has the right at its sole discretion on or after the
          termination of the Agreement to:

          (i)  issue to Cardholders that Bank considers creditworthy a
               replacement or substitute credit card (which card must not bear
               any Dillard's Licensed Mark) with such characteristics as the
               Bank considers appropriate (the cost of card re-design and
               re-issue being borne by Bank). Dillard's shall be permitted to
               add an enclosure to the last two billing statements stating
               that the Program has been terminated;

          (ii) subject to Applicable Law and to the terms of the relevant
               Credit Agreement, notify Cardholders that Bank will cease
               providing credit under the Accounts and to require repayment of
               all amounts outstanding on all Accounts until all associated
               receivables have been repaid;

          (iii)sell the Accounts and associated receivables to a third party
               purchaser selected by Bank at a price agreed between Bank and
               the purchaser; or

          (iv) any combination of (i), (ii) and (iii).

                                      55
<PAGE>

     (b)  Within ninety (90) days after Dillard's has given notice that it
          will not exercise its option to purchase or the period in which it
          may exercise its option has expired, Bank shall no longer utilize
          any of Dillard's Licensed Marks and must rebrand the Private Label
          Credit Cards. The foregoing notwithstanding, Bank may use the
          Dillard's Licensed Marks to communicate with Cardholders in
          connection with the billing and collection of Accounts and as
          otherwise required by Applicable Law for up to 180 days thereafter.

     (c)  Dillard's and Bank shall reasonably agree upon a termination letter
          to be sent to Cardholders if Dillard's shall not exercise its
          purchase option.


                                  ARTICLE 15

                                INDEMNIFICATION

15.1 Dillard's Indemnification of Bank.

     From and after the Effective Date, Dillard's shall indemnify and hold
harmless Bank, its Affiliates, their respective officers, directors,
employees, agents and representatives and any Person claiming by or through
any of them from and against and in respect of any and all losses,
liabilities, damages, costs and expenses of whatever nature, including
reasonable attorneys' fees and expenses, which are caused or incurred by,
result from, arise out of or relate to:

     (a)  the gross negligence, recklessness or willful misconduct (including
          acts and omissions) of any Dillard's Channel relating to the
          Program;

     (b)  any breach by any Dillard's Channel or any of its Affiliates,
          employees or agents of any of the terms, covenants, representations,
          warranties or other provisions contained in this Agreement or of the
          obligations of any Dillard's Channel or its Affiliates under any
          Credit Card Agreement, if any;

     (c)  the failure of any Dillard's Channel to satisfy any of its
          obligations or liabilities to third parties in connection with the
          Program, including its obligations to Cardholders in respect of the
          purchase of Goods and/or Services;

     (d)  any actions or omissions by Bank taken or not taken at Dillard's
          written request or direction pursuant to this Agreement except where
          Bank would have been otherwise required to take such action (or
          refrain from acting) absent the request or direction of Dillard's;

     (e)  dishonest or fraudulent acts by any Dillard's Channel or its
          Affiliates, employees or agents in connection with the Program;

     (f)  any Solicitation Materials distributed by any Dillard's Channel and
          not approved by the Marketing Committee or provided by the Bank;

                                      56
<PAGE>

     (g)  any claim, suit or proceedings by any third party arising out of the
          failure of Dillard's Channel to comply with Applicable Law in
          connection with the Program or the Operating Procedures unless such
          failure was the result of any action taken or not taken by such
          Dillard's Channel at the specific written request or direction of
          Bank;

     (h) Dillard's Inserts or Billing Statement messages; and

     (i)  allegations by a third party that the use of the Dillard's Licensed
          Marks or any materials or documents provided by any Dillard's
          Channel in connection with the Program constitutes: (i) libel,
          slander, and/or defamation; (ii) infringement of intellectual
          property, including trademark infringement or dilution, or copyright
          infringement; (iii) unfair competition or misappropriation of
          another's ideas or trade secret; (iv) invasion of rights of privacy
          or rights of publicity; or (v) breach of contract or tortious
          interference.

15.2 Bank's Indemnification of Dillard's.

     From and after the Effective Date, Bank shall indemnify and hold harmless
Dillard's, its Affiliates, their respective officers, directors, employees,
agents and representatives and any Person claiming by or through any of them
from and against and in respect of any and all losses, liabilities, damages,
costs and expenses of whatever nature, including reasonable attorneys' fees
and expenses, which are caused or incurred by, result from, arise out of or
relate to:

     (a)  Bank's gross negligence, recklessness or willful misconduct
          (including acts and omissions) relating to the Program;

     (b)  any breach by Bank or any of its Affiliates, employees or agents of
          any of the terms, covenants, representations, warranties or other
          provisions contained in this Agreement, or any Credit Card
          Agreement;

     (c)  Bank's failure to satisfy any of its material obligations or
          liabilities to third parties in connection with the Program,
          including Cardholders;

     (d)  any actions or omissions by Dillard's taken or not taken at Bank's
          written request or direction pursuant to this Agreement, except
          where Dillard's would have been otherwise required to take such
          action (or refrain from acting) absent the request or direction of
          Bank;

     (e)  dishonest or fraudulent acts by Bank, its Affiliates, agents or
          employees in connection with the Program;

     (f)  any Account Documentation approved by the Marketing Committee and
          used by Dillard's in that form and in accordance with Bank's
          instructions and the Operating Procedures that fails to comply with
          Applicable Law or regulation unless such failure to comply is as a
          result of modification to such Account Documentation by Dillard's;

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     (g)  any claim, suit or proceedings by any third party arising out of the
          failure of Bank to comply with Applicable Law in connection with the
          Program or the Operating Procedures unless such failure was the
          result of any action taken or not taken by Bank at the specific
          written request or direction of Dillard's;

     (h)  the Bank's Inserts or Billing Statement messages; and

     (i)  allegations by a third party that the use of the Bank Licensed Marks
          or any materials or documents provided by Bank in connection with
          the Program constitutes: (i) libel, slander, and/or defamation; (ii)
          infringement of intellectual property, including but not limited to
          trademark infringement or dilution, or copyright infringement, (iii)
          unfair competition or misappropriation of another's ideas or trade
          secret; (iv) invasion of rights of privacy or rights of publicity;
          or (v) breach of contract or tortious interference.

15.3 Procedures.

     (a)  In case any claim is made, or any suit or action is commenced,
          against either party (the "Indemnified Party") in respect of which
          indemnification may be sought by it under this Article 15, the
          Indemnified Party shall promptly give the other party (the
          "Indemnifying Party") notice thereof and the Indemnifying Party
          shall be entitled to participate in the defense thereof and, with
          prior written notice to the Indemnified Party given not later than
          twenty (20) days after the delivery of the applicable notice, to
          assume, at the Indemnifying Party's expense, the defense thereof,
          with counsel reasonably satisfactory to such Indemnified Party.
          After notice from the Indemnifying Party to such Indemnified Party
          of its election so to assume the defense thereof, the Indemnifying
          Party will not be liable to such Indemnified Party under this
          Section for any attorneys' fees or other expenses subsequently
          incurred by such Indemnified Party in connection with the defense
          thereof other than reasonable costs of investigation.

     (b)  The Indemnified Party shall have the right to employ its own counsel
          if the Indemnifying Party elects to assume such defense, but the
          fees and expenses of such counsel shall be at the Indemnified
          Party's expense, unless (i) the employment of such counsel has been
          authorized in writing by the Indemnifying Party, (ii) the
          Indemnifying Party has not employed counsel to take charge of the
          defense within twenty (20) days after delivery of the applicable
          notice or, having elected to assume such defense, thereafter ceases
          its defense of such action, or (iii) the Indemnified Party has
          reasonably concluded that there may be defenses available to it
          which are different from or additional to those available to the
          Indemnifying Party (in which case the Indemnifying Party shall not
          have the right to direct the defense of such action on behalf of the
          Indemnified Party), in any of which event attorneys' fees and
          expenses shall be borne by the Indemnifying Party.

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     (c)  The Indemnifying Party shall promptly notify the Indemnified Party
          if the Indemnifying Party desires not to assume, or participate in
          the defense of, any such claim, suit or action.

     (d)  The Indemnified Party or Indemnifying Party may at any time notify
          the other of its intention to settle or compromise any claim, suit
          or action against the Indemnified Party in respect of which payments
          may be sought by the Indemnified Party hereunder, and (i) the
          Indemnifying Party may settle or compromise any such claim, suit or
          action solely for the payment of money damages, but shall not agree
          to any other settlement or compromise without the prior written
          consent of the Indemnified Party, which consent shall not be
          unreasonably withheld (it being agreed that any failure of an
          Indemnified Party to consent to any settlement or compromise
          involving relief other than monetary damages shall not be deemed to
          be unreasonably withheld), and (ii) the Indemnified Party may settle
          or compromise any such claim, suit or action solely for an amount
          not exceeding One Thousand Dollars ($1,000), but shall not settle or
          compromise any other matter without the prior written consent of the
          Indemnifying Party, which consent shall not be unreasonably
          withheld.

15.4 Notice and Additional Rights and Limitations.

     (a)  If an Indemnified Party fails to give prompt notice of any claim
          being made or any suit or action being commenced in respect of which
          indemnification under this Article 15 may be sought, such failure
          shall not limit the liability of the Indemnifying Party; provided,
          however, that this provision shall not be deemed to limit the
          Indemnifying Party's rights to recover for any loss, cost or expense
          which it can establish resulted from such failure to give prompt
          notice.

     (b)  This Article 15 shall govern the obligations of the parties with
          respect to the subject matter hereof but shall not be deemed to
          limit the rights which any party might otherwise have at law or in
          equity.

     (c)  Notwithstanding anything to the contrary in this Agreement, no party
          shall be liable to the other for any indirect, consequential,
          punitive or exemplary damages relating to or arising out of this
          Agreement or the Program; provided, that the damages limitation set
          forth in this Section 15.4(c) shall not apply to any damages which
          result from an obligation of Bank or Dillard's to pay any third
          party damages claims to the extent such third party claims otherwise
          fall under Bank's or Dillard's respective indemnity obligations
          hereunder.

                                  ARTICLE 16

                                 MISCELLANEOUS

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16.1 Precautionary Security Interest.

     Dillard's and Bank agree that this Agreement contemplates the extension
of credit by Bank to Cardholders. However, as a precaution in the unlikely
event that any person asserts that Article 9 of the UCC applies or may apply
to the transactions contemplated hereby, and to secure Dillard's payment of
and performance of all obligations of Dillard's to Bank, Dillard's hereby
grants to Bank a first priority present and continuing security interest in
and to the following, whether now existing or hereafter created or acquired:
(i) all Accounts, Cardholder Indebtedness, Account Documentation and Charge
Transaction Data, (ii) all deposits, credit balances and reserves on Bank's
books relating to the Program, and (iii) all proceeds of the Cardholder
Indebtedness. In addition, Dillard's agrees to take any reasonable action
requested by Bank, at Bank's expense, to establish the first lien and
perfected status of such security interest; and appoints Bank as Dillard's
attorney-in-fact to take any such action on Dillard's behalf.

16.2 Securitization; Participation.

     (a)  Bank shall have the right to securitize the Cardholder Indebtedness
          or any part thereof by itself or as part of a larger offering at any
          time. Such securitization shall not affect Dillard's rights or
          Bank's obligations hereunder, including with respect to customer
          service, payment processing or collections. Bank shall not
          securitize the Cardholder Indebtedness in any manner that may
          encumber the right of Dillard's, or its Nominated Purchaser, to
          purchase any of the Program Assets upon termination of this
          Agreement. To the extent any of Dillard's Licensed Marks are used in
          any securitization documents, such marks will not be used in a way
          that adversely affects Dillard's or the Dillard's Licensed Marks.

     (b)  In the event Dillard's elects to purchase the Program Assets
          pursuant to Section 14.2(a) and any securitization(s) originally
          closed by Dillard's or its Affiliates shall remain outstanding,
          Dillard's or its Nominated Purchaser shall acquire the Program
          Assets subject to such securitization(s) and shall assume all
          obligations of the Bank and its Affiliates with respect thereto,
          including servicing, repurchase and indemnification obligations
          pursuant to instruments in form and substance satisfactory to the
          parties, as soon as reasonably possible consistent with Section 14.2
          and any necessary consents or approvals. Dillard's (or its Nominated
          Purchaser) and Bank shall cooperate to obtain any consent, approval,
          rating affirmation or other requirements applicable to such purchase
          and assumption. The purchase price set forth in Section 14.2(d)
          shall be reduced by the outstanding principal balance of the
          obligations of the Dillard's Credit Card Master Trust on the Program
          Purchase Date. Compliance by Dillard's with this Section 16.2 shall
          be a condition precedent to the obligation of the Bank to sell the
          Program Assets to Dillard's pursuant to Section 14.2 hereof.

     (c)  With respect to any matters herein relating to the Dillard's Credit
          Card Master Trust, in the event of any conflict between this
          Agreement and the terms of any Securitization Documents (as defined
          in the Purchase Agreement), the Securitization Documents shall
          govern.

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16.3 Assignment.

     Except as provided in this Section 16.3, neither party shall assign this
Agreement or any of its rights hereunder without the prior written consent of
the other party; provided, however, that either party may, without the consent
of the other party, assign this Agreement in whole or in part to an Affiliate
of such party or as part of a transfer of all or substantially all of the
assets of such party to another Person, if such Affiliate or Person expressly
assumes, in a form reasonably satisfactory to the non-assigning party, all of
the obligations of the assigning party.

16.4 Sale or Transfer of Accounts.

     Except as otherwise provided herein, the Bank shall not sell or transfer
in whole or in part any Accounts other than Accounts and/or Cardholder
Indebtedness that have been written off by Bank in accordance with its
write-off policies. Proceeds of any such sale or transfer shall be treated as
a recovery on Cardholder Indebtedness.

16.5 Subcontracting.

     It is understood and agreed that, in fulfilling its obligations under
this Agreement, either party may utilize its Affiliates or other Persons to
perform functions. The party shall be responsible for functions performed by
such Affiliates or other Persons to the same extent the party would be
responsible if it performed such functions itself.

16.6 Amendment.

     Except as provided herein, this Agreement may not be amended except by a
written instrument signed by Bank and Dillard's.

16.7 Non-Waiver.

     No delay by a party hereto in exercising any of its rights hereunder, or
partial or single exercise of such rights, shall operate as a waiver of that
or any other right. The exercise of one or more of a party's rights hereunder
shall not be a waiver of, or preclude the exercise of, any rights or remedies
available to such party under this Agreement or in law or at equity.

16.8 Severability.

     If any provision of this Agreement is held to be invalid, void or
unenforceable, all other provisions shall remain valid and be enforced and
construed as if such invalid provision were never a part of this Agreement.

16.9 Waiver of Jury Trial and Venue.

     (a)  The parties hereto waive all right to trial by jury in any action or
          proceeding to enforce or defend any rights under this Agreement.

     (b)  Any lawsuit brought by either party against the other shall be
          brought in the State or United States District Court for Delaware.

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16.10 Governing Law; Compliance with Law.

     (a)  This Agreement and all rights and obligations hereunder, including,
          without limitation, matters of construction, validity and
          performance, shall be governed by and construed in accordance with
          the laws of the State of Delaware, without regard to internal
          principles of conflict of laws, and applicable federal law.

     (b)  Each party shall comply with Applicable Law in connection with its
          activities and the performance of its rights and obligations
          hereunder. Notwithstanding anything else contained in this
          Agreement, neither party shall be obligated to take any action that
          such party believes in good faith would violate, or is reasonably
          likely to cause either of them to violate, any Applicable Law or
          that would cause such party to become a "consumer reporting agency"
          for purposes of the federal Fair Credit Reporting Act.

16.11 Captions.

     Captions of the articles and sections of this Agreement are for
convenient reference only and are not intended as a summary of such articles
or sections and do not affect, limit, modify or construe the contents thereof.

16.12 Notices.

     Any notice, approval, acceptance or consent required or permitted under
this Agreement shall be in writing to the other party and shall be deemed to
have been duly given when delivered in person or, if sent by United States
registered or certified mail, with postage prepaid, or by a nationally
recognized overnight delivery service, when received, addressed as follows:

If to Dillard's:             Dillard's, Inc.
                             Attention: President
                             1600 Cantrell Road
                             Little Rock, Arkansas  72201
                             Fax: 501-376-5917


With a copy to:              Dillard's, Inc.
                             Attention:  General Counsel
                             1600 Cantrell Road
                             Little Rock, Arkansas  72201
                             Fax: 501-376-5031


If to Bank:                  GE CAPITAL CONSUMER CARD CO., FSB
                             Attention: President
                             5300 Kings Island Drive
                             Mason, Ohio 45040
                             Fax: 678-518-3134


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<PAGE>

With a copy to:              General Counsel
                             GE Consumer Finance - Americas
                             1600 Summer Street
                             Stamford, Connecticut  06927
                             Fax: 203-585-6297


16.13 Further Assurances.

     Dillard's and Bank agree to produce or execute such other documents or
agreements as may be necessary or desirable for the execution and
implementation of this Agreement and the consummation of the transactions
specified herein and to take all such further action as the other party may
reasonably request in order to give evidence to the consummation of the
transactions specified herein.

16.14 No Joint Venture.

     Nothing contained in this Agreement shall be deemed or construed by the
parties or any third party to create the relationship of principal and agent,
partnership, joint venture or of any association between Dillard's and Bank,
and no act of either party shall be deemed to create any such relationship.
Dillard's and Bank each agree to such further actions as the other may request
to evidence and affirm the non-existence of any such relationship.

16.15 Press Releases.

     Dillard's and Bank each shall obtain the prior written approval of the
other party with regard to the substance and timing of any press releases
which announce the execution of this Agreement or the transactions specified
herein, which prior approval shall not unreasonably be withheld. At all times
thereafter, Dillard's and Bank, prior to issuing any press releases concerning
this Agreement or the transactions specified herein, shall consult with each
other concerning the proposed substance and timing of such releases and give
due consideration to the comments of the other party relating thereto. The
foregoing notwithstanding, it is understood that neither party shall be
required to consult with the other party with regard to (a) press releases and
other announcements as may be required by Applicable Law or the applicable
rules and regulations of any governmental agency or stock exchange and (b)
publications prepared solely by and for employees of Dillard's or Bank, or
their respective Affiliates, all of which may be issued without prior
consultation with, or the prior written consent of, the other party.

16.16 Set-Off.

     Dillard's and Bank agree that each party has the right to set-off,
combine, consolidate or otherwise appropriate and apply (i) any assets of the
other party held by the party or (ii) any indebtedness or other liabilities at
any time owing by the party to the other party, as the case may

                                      63
<PAGE>

be, against or on account of any undisputed amounts owed by the other party
under this Agreement, except as expressly set forth herein.

16.17 Conflict of Interest.

     Each party hereto, in performing it obligations hereunder, shall
establish and maintain appropriate business standards, procedures and
controls. Each party shall review such standards, procedures and controls with
reasonable frequency during the Term of this Agreement including, without
limitation, those related to the activities of its employees and agents in
their relations with the employees, agents and representatives of the other
parties hereto and with other third parties.

16.18 Third Parties.

     There are no third-party beneficiaries to this Agreement. The parties do
not intend: (i) the benefits of this Agreement to inure to any third party; or
(ii) any rights, claims or causes of action against a party to be created in
favor of any person or entity other than the other party.

16.19 Force Majeure.

     If performance of any service or obligation under this Agreement,
including the service level standards at Schedule 5.2, is prevented,
restricted, delayed or interfered with by reason of labor disputes, strikes,
acts of God, floods, lightning, severe weather, shortages of materials,
rationing, utility or communication failures, earthquakes, war, revolution,
civil commotion, acts of public enemies, blockade, embargo or any law, order,
proclamation, regulation, ordinance, demand or requirement having legal effect
of any government or any judicial authority or representative of any such
government, or any other act whatsoever, whether similar or dissimilar to
those referred to in this clause, which are beyond the reasonable control of a
party and could not have been prevented by reasonable precautions, then such
party shall be excused from such performance to the extent of and during the
period of such prevention, restriction, delay or interference. A party excused
from performance pursuant to this Section shall exercise all reasonable
efforts to continue to perform its obligations hereunder, including by
implementing its disaster recovery and business continuity plan as provided in
Section 5.7, and shall thereafter continue with reasonable due diligence and
good faith to remedy its inability to so perform except that nothing herein
shall obligate either party to settle a strike or other labor dispute when it
does not wish to do so.

16.20 Entire Agreement.

     This Agreement, together with the Schedules hereto which are expressly
incorporated herein by reference, supersedes any other agreement, whether
written or oral, that may have been made or entered into by Dillard's and Bank
(or by any officer or employee of either of such parties) relating to the
matters specified herein, and constitutes the entire agreement by the parties
related to the matters specified herein or therein.

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16.21 Binding Effect; Effectiveness.

     This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and permitted assigns. This
Agreement is the product of negotiation by the parties having the assistance
of counsel and other advisers. It is the intention of the parties that this
Agreement not be construed more strictly with regard to one party than with
regard to the other.

16.22 Counterparts/Facsimiles.

     This Agreement may be executed in any number of counterparts, all of
which together shall constitute one and the same instrument, but in making
proof of this Agreement, it shall not be necessary to produce or account for
more than one such counterpart. Any telefacsimile of an executed counterpart
shall be deemed an original.

16.23 Survival.

     Upon the termination of this Agreement, the parties shall have the rights
and remedies described herein. Upon such termination, all obligations of the
parties under this Agreement shall cease, except that the obligations of the
parties pursuant to Sections 4.9 (Customer Information), 6.5 (Chargebacks),
6.6 (Chargeback Procedures), 8.1 (The Dillard's Licensed Marks), 8.2 (The Bank
Licensed Marks), 10.1 (Audit), 10.2 (Dispute Resolution), 14 (Effects of
Termination), 15 (Indemnification), 11 (Confidentiality), 16.1 (UCC),16.9
(Waiver of Jury Trial and Venue) and 16.10 (Governing Law) shall survive the
expiration or termination of this Agreement. In furtherance and not in
limitation of the foregoing, Bank shall be entitled to collect Accounts in any
lawful manner.

     IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
duly executed as of the date first above written.

DILLARD'S, INC.

By:      /s/ James I. Freeman
         --------------------------------------------
Title:   Senior Vice President


GE CAPITAL CONSUMER CARD CO.

By:      /s/ Donald R. Ramon
         --------------------------------------------
Title:   Chief Operating Officer